Rule 424(b)(3)
Registration Statement No. 333-50641
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PROSPECTUS
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ANICOM, INC.
356,698 Shares of Common Stock
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This Prospectus relates to the offer and sale by certain stockholders
listed herein under "Selling Stockholders", their pledgees, donees, transferees
or distributees, or their respective successors-in-interest (collectively, the
"Selling Stockholders") of 356,698 shares (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 April 27, 1998, the closing price of the Common
Stock as reported on the NNM was $15 1/2 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 3 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.
---------------------------
The date of this Prospectus is April 28, 1998
<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.
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-K, for the year ended December
31, 1997;
2. The Company's Current Reports on Form 8-K/A dated May 23, 1996,
November 5, 1996 and September 25, 1997 and April 17, 1998 and the
Company's Current Reports on Form 8-K, dated March 3, 1997, May 22,
1997, May 30, 1997, June 5, 1997, July 25, 1997 and February 12, 1998;
and
3. 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
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<PAGE>
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).
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 1998 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 April 17,
1998, 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.
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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.
As of April 17, 1998 the Company had outstanding options to purchase
2,538,827 shares of Common Stock at a weighted average exercise price of
approximately $9.62 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
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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, Carl
E. Putnam, Donald C. Welchko 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.
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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders.
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the outstanding shares of Common Stock by the Selling
Stockholders 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, the Selling Stockholders 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
Beneficial Ownership Ownership
Before Offering After Offering(2)
---------------------- Number of --------------------
Shares Number
Number Being of
of Shares Percent Offered (1) Shares Percent
------- ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Zack Electronics, Inc. 228,572(3) * 228,572(3) -- --
Robert G. Carracino 44,101(4) * 44,101(4) -- --
Mark Cooper TR UA 12-31-84
Francis J. Megan Charitable Remainder Uni Trust 23,828(4) * 23,828(4) -- --
Robert DeCenzo 4,766(4) * 4,766(4) -- --
Robert S. Humphrey TR UA 5-10-89
Robert S. Humphrey Revocable Trust 4,766(4) * 4,766(4) -- --
Robert Zubrycki 34,258(4) * 34,258(4) -- --
Walter Hnatiw & Susan Hnatiw Jt Ten 3,281(4) * 3,281(4) -- --
Francis J. Megan, Jr 9,844(4) * 9,844(4) -- --
E. Raymond Plourde 1,641(4) * 1,641(4) -- --
Michelle S. Snowden 1,641(4) * 1,641(4) -- --
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<FN>
* Less than 1%.
(1) Represents the maximum number of Shares that may be sold by the Selling
Stockholders pursuant to this Prospectus.
(2) Assumes all of the shares being registered will be sold by the Selling
Stockholders. The Selling Stockholders may sell all or part of their
shares.
(3) Represents shares issued pursuant to the Asset Purchase Agreement dated
October 10, 1997 between Zack Electronics, Inc. and the Company (the "Asset
Purchase Agreement"). Includes 71,429 shares subject to certain escrow
arrangements under the Asset Purchase Agreement.
(4) Represents shares issued pursuant to the asset purchase agreements between
the Company and each of Yankee Electronics, Inc. and Optical Fiber
Components, Inc.
</FN>
</TABLE>
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. The Selling Stockholders 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 the
Selling Stockholders may arrange for other brokers or dealers to participate.
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Brokers or dealers may receive commissions or discounts from the 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 the Selling Stockholders,
to purchase as principal any unsold Shares at the price required to fulfill the
broker-dealer commitment to the Selling Stockholders. 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.
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, 23,422,880 shares
were outstanding as of April 17, 1998. 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
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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.
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.
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<PAGE>
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-K for the year ended December 31, 1997, 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.
The financial statements of TW Communication Corporation appearing in
the Company's Current Report on Form 8-K/A, dated April 17, 1998, have been
audited by Grant Thornton L.L.P., certified independent public accountants as
set forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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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
Shareholder. This Prospectus does not constitute an offer, or a solicitation of
an offer to buy the shares by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making the offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. Under no circumstances shall the delivery of
this Prospectus or any sale made pursuant to this Prospectus, create any
implication that the information contained in this Prospectus is correct as of
any time subsequent to the date of this Prospectus.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION.............................................. 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE........................................... 2
RISK FACTORS....................................................... 3
USE OF PROCEEDS.................................................... 5
SELLING STOCKHOLDERS............................................... 6
PLAN OF DISTRIBUTION............................................... 6
DESCRIPTION OF CAPITAL STOCK....................................... 7
LEGAL MATTERS....................................................... 9
EXPERTS............................................................. 9
ANICOM, INC.
356,908 Shares
of Common Stock
------------------
PROSPECTUS
------------------
April 28, 1998
