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PROSPECTUS
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Rule 424 (b)(3)
File No. 333-30791
LOGO
Anicom, Inc.
[GRAPHIC OMITTED] Multimedia Wiring Systems
5,041,967 Shares of Common Stock
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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 a maximum of 5,041,967 shares (collectively, the
"Shares") of common stock, $.001 par value ("Common Stock"), of Anicom, Inc.
(the "Company") which includes: (i) up to 3,130,425 shares of Common Stock to be
issued from time to time to certain of the Selling Stockholders upon conversion
of the Company's Series A Convertible Preferred Stock (the "Series A Preferred
Stock"), (ii) up to 400,000 shares of Common Stock to be issued and paid in lieu
of cash, from time to time and at the Company's option, as dividends on the
Series A Preferred Stock and (iii)1,511,542 shares of Common Stock currently
issued and outstanding. The Series A Preferred Stock and the shares of Common
Stock issuable upon conversion have been and will be issued in transactions
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). See "Recent Developments." 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 July 8, 1997, the closing price of the Common Stock as
reported on the NNM was $12.375 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.
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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.
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The date of this Prospectus is July 9, 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 Report on Form 10-Q, March 31, 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, and June 5, 1997.
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: Secretary (telephone: 847- 518-8700).
<PAGE>
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 June 30, 1997, the
Company operated in over 40 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.
<PAGE>
At present, 27,000 shares of Series A Preferred Stock have been authorized, all
of which are issued and outstanding. The 27,000 shares of Series A Preferred
Stock are convertible, without taking into account the dividends which may be
paid thereon in Common Stock, into up to 3,130,425 shares of Common Stock, which
shares are being registered hereby.
As of June 30, 1997, the Company had outstanding options to purchase 1,750,159
shares of Common Stock at a weighted average exercise price of approximately
$7.21 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 104,364 shares of the Company's Common
Stock at a weighted average exercise price of $4.26 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 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 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
Private Placement of Series A Preferred Stock
Pursuant to an agreement dated May 20, 1997, the Company issued and sold 27,000
shares of the Series A Preferred Stock for an aggregate purchase price of
$27,000,000 in a private placement exempt from the registration requirements
under the Securities Act. Generally, the shares of Series A Preferred Stock are
convertible into Common Stock at a conversion price of $8.625 per share of
Common Stock and accrue dividends at the rate of 5% per annum, which is payable
in cash or Common Stock, at the Company's option. For a more detailed summary of
the Series A Preferred Stock, see "Description of Capital Stock - Preferred
Stock - Series A Preferred Stock."
Appointment of Two New Directors
On June 5, 1997, the Company's Board of Directors ("Board") appointed Peter
Huizenga and Thomas Reiman to the Board. The Board currently consists of eleven
directors, six of whom are not employed by the Company or any of its affiliates.
Peter Huizenga is the President of Huizenga Capital Management, a capital
management company. Mr. Huizenga is a member of the Board of Directors of
Chemical Waste Management and until May 1997 was a director of Waste Management,
Inc. (NYSE: WMX), a company he co-founded in 1968. He is also Of Counsel for the
law firm of Hlustik, Huizenga, Williams & Vander Woude Ltd. Mr. Huizenga was a
director and officer of USCA Holdings, Inc. at the time an involuntary
bankruptcy petition was filed against the company under Chapter 7 of the United
States Bankruptcy Code in November 1995. Mr. Huizenga is the beneficial owner of
Series A Preferred Stock convertible into 579,707 shares of Common Stock, all of
which are being registered in the Registration Statement of which this
Prospectus is a part. Upon joining the Board, Mr. Huizenga received options to
purchase 10,000 shares of Common Stock at an exercise price of $9.875 per share.
See "Selling Stockholders."
Thomas Reiman is the Senior Vice President of State and Governmental Affairs at
Ameritech Corporation ("Ameritech"). He has served in various executive
capacities for Ameritech since 1994. From 1992 to 1994, Mr. Reiman was the
President of Indiana Bell. Mr. Reiman is the beneficial owner of 2,000 shares of
Common Stock of the Company and upon joining the Board received options to
purchase 10,000 shares of Common Stock at an exercise price of $9.875 per share.
Amendment to Certificate of Incorporation
Effective June 10, 1997, the Company amended its Amended and Restated
Certificate of Incorporation to increase the authorized number of shares of
Common Stock to 60,000,000. See "Description of Capital Stock - Common Stock."
New Credit Facility
On July 3, 1997, the Company closed on a new $50 million unsecured
revolving credit facility with a syndicate of lenders, including Harris Trust
and Savings Bank, LaSalle National Bank and The First National Bank of Chicago.
This new facility replaced the Company's previous $10 million unsecured credit
facility.
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, as of July 8, 1997, 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 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>
<S> <C> <C> <C> <C> <C>
Beneficial Ownership Beneficial Ownership
Before Offering After Offering (3)
------------------------- Number of -----------------------
Number of Shares Being Number of
Shares Percent Offered (2) Shares Percent
----------- -------- ------------ ----------- --------
Cahill, Warnock Strategic Partners Fund, L.P...... 878,840(1)(4) 5.6% 991,136 -- --
Strategic Associates, L.P......................... 48,695(1)(5) * 54,917 -- --
Fleming US Discovery Fund III, L.P................ 799,420(1) 5.1% 901,568 -- --
Fleming US Discovery Offshore Fund III, L.P....... 128,115(1) * 144,486 -- --
Peter H. Huizenga(6).............................. 125,942(7) * 130,756 10,000 *
Peter H. Huizenga Testamentary Trust.............. 347,826(1) 2.2% 392,270 -- --
Heidi A. Huizenga................................. 57,971(1)(8) * 65,378 -- --
Betsy Huizenga Trust.............................. 14,492(1) * 16,344 -- --
Greta Huizenga Trust.............................. 14,492(1) * 16,344 -- --
Peter Huizenga Jr. Trust.......................... 14,492(1) * 16,344 -- --
Timothy Dean Huizenga Trust....................... 14,492(1) * 16,344 -- --
Summer Hill Partners, L.P......................... 228,866(9)(10) 1.4% 130,756 112,924 *
Summer Hill R.T. Enterprises Limited Partnership.. 115,942(9)(11) * 130,756 -- (15) --
Garfam Investors, L.L.C........................... 23,188(1) * 26,151 -- --
S. James Perlow................................... 48,724(12) * 43,672 10,000 *
Earl Perlow....................................... 66,608(13) * 43,542 28,000 *
Mark Perlow....................................... 46,608(13) * 43,542 8,000 *
KA Trading, L.P................................... 95,652(1) * 107,874 -- --
KA Management Limited............................. 49,275(1) * 55,572 -- --
CEW Partners...................................... 57,971(1) * 65,378 -- --
Trust Investments, Inc............................ 57,971(1) * 65,378 -- --
The Lincoln Fund L.P.............................. 116,782(14) * 39,227 82,000 *
The Lincoln Fund Tax Advantage, L.P............... 11,594(1) * 13,076 -- --
The Gordon Fund, L.P.............................. 17,391(1) * 19,614 -- --
The Northwestern Mutual Life Insurance Company....1,461,540 9.2% 1,461,540 -- --
Bruce C. Stanley.................................. 202,362 1.3% 40,472 161,890 1%
Theodore A. Watson Jr............................. 23,824 * 4,765 19,059 *
Kenneth L. Masengill.............................. 23,824 * 4,765 19,059 *
</TABLE>
__________________
* Less than 1%
(1) Represents shares of Common Stock issuable from time to time upon conversion
of the Series A Preferred Stock calculated using a conversion price of $8.625
per share based upon certain conversion provisions of the Series A Preferred
Stock (which price could fluctuate from time to time on and after May 23, 1999
based on changes in the market price of the Common Stock). See "Description of
Capital Stock - Preferred Stock - Series A Preferred Stock."
<PAGE>
(2) Represents the maximum number of shares that may be sold pursuant to this
Registration Statement, including a pro rata portion of 400,000 shares of Common
Stock reserved for issuance for payment in lieu of cash, at the Company's
option, of dividends on the Series A Preferred Stock. See "Description of
Capital Stock - Preferred Stock - Series A Preferred Stock."
(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) Excludes 48,695 shares held by Strategic Associates, L.P., with respect to
which Cahill, Warnock Strategic Partners Fund, L.P. shares voting and investment
power.
(5) Excludes 878,840 shares held by Cahill Warnock Strategic Partners Fund,
L.P., with respect to which Strategic Associates, L.P. shares voting and
investment power.
(6) Peter H. Huizenga has been a Director of the Company since June 5, 1997.
(7) Includes 115,942 shares of Common Stock issuable from time to time upon
conversion of the Series A Preferred Stock calculated using a conversion price
of $8.625 per share of Common Stock and 10,000 shares issuable upon exercise of
options granted pursuant to the Anicom, Inc. Directors Stock Option Plan.
Excludes 347,826 shares held by the Peter H. Huizenga Testamentary Trust and
14,492 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 14,492 shares held by the Timothy Dean Huizenga Trust and
57,971 shares held by Heidi A. Huizenga, with respect to which Mr. Huizenga
shares voting and investment power.
(8) Excludes 14,492 shares held by the Timothy Dean Huizenga Trust, for which
Heidi Huizenga serves as the sole trustee.
(9) Includes 115,942 shares of Common Stock issuable from time to time upon
conversion of the Series A Preferred Stock calculated using a conversion price
of $8.625 per share of Common Stock.
(10) Excludes 115,942 shares held by Summer Hill R.T. Enterprises Limited
Partnership, with respect to which Summer Hill Partners, L.P. shares investment
and voting power.
(11) Excludes 228,866 shares held by Summer Hill Partners, L.P., with respect to
which Summer Hill R.T. Enterprises Limited Partnership shares investment and
voting power.
(12) Includes 38,724 shares of Common Stock issuable from time to time upon
conversion of the Series A Preferred Stock calculated using a conversion price
of $8.625 per share of Common Stock.
(13) Includes 38,608 shares of Common Stock issuable from time to time upon
conversion of the Series A Preferred Stock calculated using a conversion price
of $8.625 per share of Common Stock.
(14) Includes 34,782 shares of Common Stock issuable from time to time upon
conversion of the Series A Preferred Stock calculated using a conversion price
of $8.625 per share of Common Stock.
(15) Excludes 112,924 shares of Common Stock owned by Summer Hill Partners L.P.
with respect to which Summer Hill R.T. Enterprises Limited Partnership shares
voting and investment power.
<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 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.
Shares covered by this Prospectus may be sold in transactions under Rule
144 of the Securities Act rather than pursuant to this Prospectus. There is no
assurance that any Selling Stockholder will sell any or all of the Shares
offered by it hereunder, or that such Selling Stockholder will not transfer,
devise or gift the Shares by other means not described herein.
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.
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, 15,811,105 shares were
outstanding as of June 30, 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
<PAGE>
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.
Series A Preferred Stock
Of the 1,000,000 shares of Preferred Stock authorized for issuance by the
Company, 27,000 shares have been designated as Series A Preferred Stock, all of
which are issued and outstanding.
The holders of the Series A Preferred Stock are entitled to receive cumulative
preferential dividends on the Liquidation Preference (as defined below)
commencing on the date of issuance ("Issuance Date") at the rate of: (i) 5% per
annum during the first five years commencing on the Issuance Date; and (ii) 15%
per annum during the years commencing on the fifth anniversary of the Issuance
Date. Accrued dividends are payable quarterly, in arrears, in cash or in
registered shares of the Company's Common Stock, at the Company's option, valued
at the then applicable Average Trading Price (as defined below) ending on the
day prior to the date of issuance of such shares. The Liquidation Preference of
the Series A Preferred Stock is $1,000.00 per share plus any accrued and unpaid
dividends. Average Trading Price means the average closing price of the Common
Stock on the Nasdaq National Market for the ten-day period ending one day prior
to the relevant date of determination.
The holders of Series A Preferred Stock have the right to convert at any time
all or a portion of the Series A Preferred Stock, together with any accrued and
unpaid dividends, into Common Stock at a conversion price of $8.625 per share
("Conversion Price"); provided that if the Average Trading Price as of May 23,
1999 is less than $8.625, then the Conversion Price will thereafter be adjusted
downward, but never upward, to equal the greater of the Average Trading Price or
$6.00. The Conversion Price of the Series A Preferred Stock is subject to
proportional adjustment for (a) any subdivision or combination of the Common
Stock and (b) upon the issuance by the Company of its securities at a price that
is less than the Conversion Price.
<PAGE>
The Series A Preferred Stock may also be subject to mandatory conversion as
described below. The outstanding shares of Series A Preferred Stock will be
deemed to have been converted into shares of Common Stock at the Conversion
Price automatically, upon the following terms and conditions: (i) if, at any
time during the first year following the Issuance Date, the Average Trading
Price of the Common Stock is at least 130% of the Conversion Price, then 33-1/3%
of the then outstanding Series A Preferred Stock will convert into Common Stock,
such conversion to be allocated pro rata among the holders thereof; (ii) if, at
any time during the two years following the Issuance Date, the Average Trading
Price of the Common Stock is equal to or exceeds 160%, then 66-2/3% of the then
outstanding Series A Preferred Stock will convert into Common Stock, such
conversion to be allocated pro rata among the holders thereof; (iii) 100% of the
Series A Preferred Stock will convert into Common Stock if the Average Trading
Price of the Common Stock is equal to or exceeds (A) 190% of the Conversion
Price during the two years following the Issuance Date, (B) 140% during the
third year following the Issuance Date, (C) 150% during the fourth year
following the Issuance Date, or (D) 175% during the fourth year following the
Issuance Date. Notwithstanding the foregoing, no mandatory conversion will occur
unless the shares of Common Stock to be issued have been registered under the
Securities Act and listed for trading on the principal securities exchange or
trading market where the Company's Common Stock is then listed or traded.
At any time after the fifth (5th) anniversary of the Issuance Date, the Company,
at its option, may redeem all, but not less than all, of the then outstanding
shares of Series A Preferred Stock for an amount equal to the Liquidation
Preference as of the effective date of such redemption ("Redemption Price"). The
Redemption Price may be paid, at the Company's option, either in cash or
registered shares of Common Stock valued at ninety percent (90%) of the Average
Trading Price as of the effective date of such redemption.
On matters subject to voting by holders of the Common Stock, holders of Series A
Preferred Stock have the right vote together with the holders of Common Stock,
on an as converted basis at the then applicable Conversion Price, as one class.
The holders of Series A Preferred Stock do not have the right to vote as a
separate class other than with respect to any proposed amendment to the terms
and conditions of the Series A Preferred Stock that would be adverse to such
holders.
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 years ended December 31, 1996 and 1995, 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 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, 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>
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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 5,041,967 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..................... 13 July 9, 1997
EXPERTS........................... 13
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<PAGE>
