As filed with the Securities and Exchange Commission on August ___, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ANICOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3885212
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
6133 North River Road, Suite 1000, Rosemont, Illinois 60018-5171
(Address of Principal Executive Offices including Zip Code)
(847) 518-8700
(Issuer's telephone number, including area code)
Anicom, Inc. 1996 Stock Incentive Plan, as Amended
Anicom, Inc. Amended and Restated 1995 Directors Stock Option Plan, as Amended
(Full title of plans)
Scott C. Anixter
6133 North River Road, Suite 1000, Rosemont, Illinois 60018-5171
(Name, address and telephone number of agent for service)
Copies to:
Jeffrey R. Patt, Esq.
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661
(312) 902-5200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered(1) price per share(2) price(2) registration fee
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Common Stock See Footnote 2
($.001 par value) 2,000,000 below $21,915,108 $6,641
================================================================================================================================
</TABLE>
(1) Includes an indeterminate number of shares of Anicom, Inc. Common Stock
that may be issuable by reason of stock splits, stock dividends or similar
transactions.
(2) The amounts are based upon the issuance of options for 658,000 shares at an
exercise price of $8.75 per share, options for 1,000 Shares at an exercise
price of $6.89 per share, options for 63,492 shares at an exercise price of
$7.88 per share, options for 9,553 shares at an exercise price of $9.00 per
share, options for 224,200 shares at an exercise price of $8.50 per share,
options for 56,000 shares at an exercise price of $9.375 per share options
for 20,000 shares at an exercise price of $9.875 per share, options for
6,000 shares at an exercise price of $12.125 per share and for the exercise
of the remaining 961,755 shares, the average of high and low sales prices
as reported on the Nasdaq National Market on August 18, 1997, of $13.375,
and are used solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is currently included in
the prospectuses for the Anicom, Inc. 1996 Stock Incentive Plan, as amended, and
the Anicom, Inc. Amended and Restated 1995 Directors Stock Option Plan
(collectively, the "Plans"), and is not being filed with or included in this
Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Anicom, Inc. (the "Company")
with the SEC are incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1997 and the quarter ended June 30, 1997.
3. The Company's Current Reports on Form 8-K/A dated May 23, 1996 and
November 5, 1996 and on Form 8-K, dated March 3, 1997, May 22,
1997, May 30, 1997, June 5, 1997 and July 25, 1997.
4. The description of the Anicom, Inc. common stock, par value $.001
per share, which is contained in Anicom, Inc.'s registration
statement on Form 8-A filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended and all amendments
thereto and reports filed for the purpose of updating such
description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.
The Company hereby undertakes to provide without charge to each person who
has received a copy of any of the prospectuses to which this registration
statement relates, upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be incorporated by reference
into this registration statement, other than exhibits to such documents (unless
such exhibits are incorporated therein by reference). 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).
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<PAGE>
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1* Restated Certificate of Incorporation of the Company.
4.2* Restated Bylaws of the Company.
4.3** Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated September 25,
1996.
4.4*** Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated June 2, 1997.
4.5**** Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Stock.
4.6* Specimen Common Stock Certificate.
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<PAGE>
4.7***** Anicom, Inc. 1996 Stock Incentive Plan, as amended.
4.8****** Anicom, Inc. Amended and Restated 1995 Directors
Stock Option Plan, as amended.
5 Opinion of Katten Muchin & Zavis as to the legality
of the shares of Common Stock being offered under the
Plans.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Katten Muchin & Zavis (included in Exhibit
5 herein).
24 Power of Attorney (included on the signature page of
this Registration Statement).
______________________
* Incorporated by reference to the corresponding Exhibit of the
Company's Registration Statement on Form SB-2, as amended
(Registration Statement No. 33-87736C).
** Incorporated by reference to Exhibit 3.3 of the Company's
Quarterly Report on Form 10- QSB for the quarter ended September
30, 1996.
*** Incorporated by reference to Exhibit 3.4 of the Company's
registration statement on Form S-3, as amended (Registration
Statement No. 333-30791).
**** Incorporated by reference to Exhibit 99.2 of the Company's Current
Report on Form 8-K dated May 22, 1997.
***** Incorporated by reference to Appendix C of the Company's 1996
Annual Meeting Proxy Statement dated April 19, 1996 and Appendix A
of the Company's 1997 Annual Meeting Proxy Statement dated April
14, 1997.
****** Incorporated by reference to Appendix A of the Company's Special
Meeting Proxy Statement dated August 28, 1996 and Appendix A of
the Company's 1997 Annual Meeting Proxy Statement dated April 14,
1997.
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually, or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
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<PAGE>
filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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.
2. The Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the 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 of 1933 and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on this 25th day of August, 1997.
ANICOM, INC.
By: /s/ SCOTT C. ANIXTER
Scott C. Anixter
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, and each of them, his
true and lawful attorneys-in-fact and agents, 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-8 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, 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------------------- -------------------------------------- ---------------
Chairman, Chief Executive Officer and
/s/ Scott C. Anixter Director (Principal Executive Officer) August 25, 1997
- ---------------------
Scott C. Anixter
/s/ Alan B. Anixter Chairman of the Board August 25, 1997
- ----------------------
Alan B. Anixter
President, Chief Operating Officer and
/s/ Carl E. Putnam a Director August 25, 1997
- ----------------------
Carl E. Putnam
Vice President, Chief Financial Officer
and a Director (Principal Financial and
/s/ Donald C. Welchko Accounting Officer) August 25, 1997
- ----------------------
Donald C. Welchko
August 25, 1997
/s/ Ira J. Kaufman Director
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Ira J. Kaufman
August 25, 1997
/s/ Michael Segal Director
- ----------------------
William R. Anixter
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<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
4.1* Restated Certificate of Incorporation of the Company.
4.2* Restated Bylaws of the Company.
4.3** Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated September 25,
1996.
4.4*** Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated June 2, 1997.
4.5**** Certificate of Designations, Preferences and Rights
of Series A Convertible Preferred Stock.
4.6* Specimen Common Stock Certificate.
4.7***** Anicom, Inc. 1996 Stock Incentive Plan, as amended.
4.8****** Anicom, Inc. Amended and Restated 1995 Directors
Stock Option Plan, as amended.
5 Opinion of Katten Muchin & Zavis as to the legality
of the shares of Common Stock being offered under the
Plans.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Katten Muchin & Zavis (included in Exhibit
5 herein).
24 Power of Attorney (included on the signature page of
this Registration Statement).
______________________
* Incorporated by reference to the corresponding Exhibit of the
Company's Registration Statement on Form SB-2, as amended
(Registration Statement No. 33-87736C).
** Incorporated by reference to Exhibit 3.3 of the Company's
Quarterly Report on Form 10- QSB for the quarter ended September
30, 1996.
*** Incorporated by reference to Exhibit 3.4 of the Company's
registration statement on Form S-3, as amended (Registration
Statement No. 333-30791).
**** Incorporated by reference to Exhibit 99.2 of the Company's Current
Report on Form 8-K dated May 22, 1997.
***** Incorporated by reference to Appendix C of the Company's 1996
Annual Meeting Proxy Statement dated April 19, 1996 and Appendix A
of the Company's 1997 Annual Meeting Proxy Statement dated April
14, 1997.
****** Incorporated by reference to Appendix A of the Company's Special
Meeting Proxy Statement dated August 28, 1996 and Appendix A of
the Company's 1997 Annual Meeting Proxy Statement dated April 14,
1997.
II-6
<PAGE>
EXHIBIT 5
KATTEN MUCHIN & ZAVIS
525 W. Monroe, Suite 1600
Chicago, Illinois 60661
(312) 902-5200
August 25, 1997
Anicom, Inc.
6133 North River Road
Suite 1000
Rosemont, Illinois 60018-5171
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-8 (the "Registration Statement") for the registration for
sale under the Securities Act of 1933, as amended, of a total of 2,000,000
shares of the Company's common stock, $.001 par value (the "Common Stock"),
which may be issued pursuant to the Anicom, Inc. 1996 Stock Incentive Plan as
amended (the "Stock Incentive Plan") and the Anicom, Inc. Amended and Restated
1995 Directors Stock Option Plan, as amended (the "Directors Plan") (the Stock
Incentive Plan and the Directors Plan are collectively referred to herein as the
"Plans").
In connection with this opinion, we have examined and relied upon originals
or copies of, certified or otherwise identified to our satisfaction, the
following:
1. The Registration Statement;
2. The Restated Certificate of Incorporation of the Company, as amended;
3. The Restated By-Laws of the Company, as amended;
4. Resolutions duly adopted by the Board of Directors of the Company
relating to the adoption and amendment of the Plans;
5. The Plans;
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company, and we have assumed that
all of the representations contained therein are accurate and
complete; and
7. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to examine
and rely upon for the purpose of this opinion.
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 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.
<PAGE>
Anicom, Inc.
August 25, 1997
Page 2
Based upon the foregoing, we are of the opinion that the 2,000,000 shares
of Common Stock issuable under the Plans, when issued and delivered by the
Company in accordance with the terms of the Plans, will be validly issued, fully
paid and nonassessable securities of the Company.
Our opinion expressed above is limited to the laws of the State of
Illinois, the laws of the United States of America and the General Corporation
Law of the State of Delaware, and we do not express any opinion herein
concerning any other law. In addition, we express no opinion herein concerning
any statutes, ordinances, administrative decisions, rules or regulations of any
county, town, municipality or special political subdivision (whether created or
enabled through legislative action at the federal, state or regional level).
This opinion is given as of the date hereof and we assume no obligation to
advise you of changes that may hereafter be brought to our attention. This
opinion is solely for the information of the addressee hereof and is not to be
quoted in whole or in part or otherwise referred to, nor is it to be filed with
any governmental agency or any other person without our prior written consent.
In connection therewith, we hereby consent to the use of this opinion for filing
as Exhibit 5 to the Registration Statement. No one other than the addressee
hereof is entitled to rely on this opinion. This opinion is rendered solely for
the purposes of the Offering and should not be relied upon for any other
purpose.
Very truly yours,
KATTEN MUCHIN & ZAVIS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the inclusion in this registration statement on Form
S-8 (File No. 333-______) of our report dated January 31, 1997 on our audits of
the financial statements of Anicom, Inc. appearing in Anicom, Inc.'s Annual
Report on Form 10-KSB for the year ended December 31, 1996, our report dated
April 25, 1996 on 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, and our report dated October 1, 1996 on the financial
statements of Norfolk Wire & Electronics, Inc. appearing in the Company's
Current Report on Form 8-K/A (Amendment No. 2), dated November 5, 1996.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
August 25, 1997
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