As filed with the Securities and Exchange Commission on August 18, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
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 (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. 1998 Associate Stock Purchase Plan
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
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
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.001 par value) 1,150,000 $14.5625 $16,746,875 $4,941
=====================================================================================================================
<FN>
(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) Based on the average of high and low sales prices as reported on the Nasdaq
National Market on August 12, 1998 and used solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933.
</FN>
</TABLE>
<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. 1998 Associate Stock Purchase Plan,
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-K for the year ended
December 31, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998;
3. The Company's Current Reports on Form 8-K/A dated May 23,
1996, November 5, 1996, September 25, 1997 and July 31, 1998
and the Company's Current Reports on Form 8-K, dated July 25,
1997 and February 12, 1998; 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.
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.
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<PAGE>
4.5**** Certificate of Designations, Preferences and Rights of
Series A Convertible Preferred Stock.
4.6 Certificate of Amendment of Restated Certificate of
Incorporation of the Company dated July 17, 1998.
4.7* Specimen Common Stock Certificate.
4.8***** Anicom, Inc. 1996 Stock Incentive Plan, as amended.
4.9****** Anicom, Inc. Amended and Restated 1995 Directors Stock
Option Plan, as amended.
4.10 Anicom, Inc. 1998 Associate Stock Purchase Plan
(Incorporated by reference to Appendix C of the
Company's 1998 Annual Meeting Proxy Statement dated
April 23, 1998).
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 PricewaterhouseCoopers LLP.
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 Annual Meeting Proxy Statements dated April 14,
1997 and April 23, 1998.
****** 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 and Appendix B to the Proxy Statement dated April 23, 1998.
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:
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<PAGE>
(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 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 18th day of August, 1998.
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 and Donald C. Welchko, 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 on this 18th day of August, 1998 by
the following persons in the capacities indicated.
Signature Title
- ------------------------------------- --------------------------------------
/S/ SCOTT C. ANIXTER Chairman, Chief Executive Officer
- ------------------------------------- (Principal Executive Officer) and
Scott C. Anixter Director
/S/ ALAN B. ANIXTER Chairman of the Board and Director
- -------------------------------------
Alan B. Anixter
/S/ CARL E. PUTNAM President, Chief Operating Officer and
- ------------------------------------- Director
Carl E. Putnam
/S/ DONALD C. WELCHKO Vice President, Chief Financial Officer
- ------------------------------------- and Director (Principal Financial and
Donald C. Welchko Accounting Officer)
/S/ WILLIAM R. ANIXTER Director
- -------------------------------------
William R. Anixter
/S/ PETER HUIZENGA Director
- -------------------------------------
Peter Huizenga
/S/ IRA J. KAUFMAN Director
- -------------------------------------
Ira J. Kaufman
/S/ THOMAS J. REIMAN Director
- -------------------------------------
Thomas J. Reiman
Director
- -------------------------------------
Michael Segal
/S/ LEE B. STERN Director
- -------------------------------------
Lee B. Stern
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<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
4.6 Certificate of Amendment of Restated
Certificate of Incorporation of the Company
dated July 17, 1998.
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 PricewaterhouseCoopers LLP.
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).
II-6
EXHIBIT 4.6
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
ANICOM, INC.
ANICOM, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY
CERTIFY THAT:
1. In accordance with the provisions of Section 242 of the Act,
an amendment to the Amended and Restated Certificate of
Incorporation of this Corporation has been duly adopted by the
Board of Directors of this Corporation and by the stockholders
of this Corporation at the Annual Meeting of Stockholders.
2. Said amendment amends subparagraph A of Article Four of the
Amended and Restated Certificate of Incorporation so that, as
amended, subparagraph A of Article Four shall read in its
entirety as follows:
"Authorized Shares. The total number of shares of all classes
of stock which the Corporation shall have authority to issue
is one hundred one million (101,000,000) shares, consisting of
one hundred million (100,000,000) shares of Common Stock,
$.001 par value per share (the "Common Stock"), and one
million (1,000,000) shares of Preferred Stock, $.01 par value
per share (the "Preferred Stock")."
IN WITNESS WHEREOF, the undersigned has caused this certificate to be
duly executed this 17th day of July, 1998.
ANICOM, INC.
By: /S/ CARL E. PUTNAM
------------------------------
Carl E. Putnam, President and
Chief Operating Officer
II-7
EXHIBIT 5
KATTEN MUCHIN & ZAVIS
525 W. Monroe, Suite 1600
Chicago, Illinois 60661
(312) 902-5200
August 18, 1998
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 1,150,000
shares of the Company's common stock, $.001 par value (the "Common Stock"),
which may be issued pursuant to the Anicom, Inc. 1998 Associate Stock Purchase
Plan ("Associate Plan"), 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,
the Directors Plan and the Associate 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.
II-8
<PAGE>
Anicom, Inc.
August 18, 1998
Page 2
Based upon the foregoing, we are of the opinion that the 1,150,000
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,
/S/ KATTEN MUCHIN & ZAVIS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the inclusion by reference in this registration statement
on Form S-8 (Registration No. 333- ) of our report dated March 30, 1998 on our
audits of the financial statements of Anicom, Inc., our report dated July 27,
1998 on the financial statements of TW Communication Corp. appearing in the
Company's Current Report on 8-K/A dated July 31, 1998, our report dated
September 9, 1997 on 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, 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 & Cable, Inc. appearing in the Company's Current
Report on Form 8-K/A (Amendment No. 2), dated November 5, 1996.
Chicago, Illinois
August 18, 1998
/s/ PricewaterhouseCoopers LLP
II-10
