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-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANICOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3885212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6133 River Road, Suite 1000, Rosemont, Illinois 60018-5171, (847) 518-8700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
SCOTT C. ANIXTER
Chairman and Chief Executive Officer
Anicom, Inc.
6133 River Road, Suite 1000, Rosemont, Illinois 60018-5171, (847) 518-8700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With Copies to:
JEFFREY R. PATT, ESQ.
Katten Muchin & Zavis
525 West Monroe Street
Chicago, Illinois 60661
(312) 902-5200
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:[X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum
Title of Each Class of Amount to be Offering Price Proposed Maximum Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 225,690 shares $14.5625 $3,286,611 $970
====================================================================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices of the Common Stock as reported on the
Nasdaq National Market on August 12, 1998.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to completion, dated August 18, 1998
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED][GRAPHIC OMITTED]
225,690 Shares of Common Stock
---------------------------
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 225,690 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 August 12, 1998, the closing price of the Common
Stock as reported on the NNM was $14.4375 per share. The Selling Stockholders
may, from time to time, sell the Shares on the NNM, in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. See "Plan of Distribution."
See "Risk Factors" beginning on page 4 for information that should be
considered by prospective investors.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
The date of this Prospectus is __________, 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.
2
<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-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.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in any subsequently filed document which is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, on the written or oral request of such person,
a copy of any or all of the documents incorporated herein by reference (other
than exhibits thereto, unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to the Company's principal
executive office: Anicom, Inc., 6133 River Road, Suite 1000, Rosemont, Illinois
60018-5171, Attention: Donald C. Welchko (telephone:
847-518-8700).
3
<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 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 July 31,
1998, the Company operated in over 60 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
4
<PAGE>
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 July 31, 1998 the Company had outstanding options to purchase
2,625,061 shares of Common Stock at a weighted average exercise price of
approximately $9.75 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 4,450,000 of the shares issuable under the stock incentive plans.
The Company may issue additional capital stock or other forms of
convertible or exchangeable securities to raise capital in the future. In order
to attract and retain key personnel, the Company may also issue additional
securities, including stock options, in connection with its employee benefit
plans. During the terms of such options and warrants, the holders thereof are
given the opportunity to benefit from a rise in the market price of the Common
Stock. The exercise of such options and warrants may have an adverse effect on
the market value of the Common Stock. Also, the existence of such options and
warrants may adversely affect the terms on which the Company can obtain
additional equity financing.
Competition
The market for the distribution of multimedia wiring products is highly
competitive and fragmented. To compete successfully, management believes that
the Company will need to continue to offer a broad range of technologically
advanced products, provide competitive pricing while maintaining its margins,
provide prompt delivery of products, deliver responsive customer service,
establish and maintain strong relationships with suppliers and customers, and
attract and retain highly qualified personnel. The Company faces substantial
competition from several national and regional distributors and from
manufacturers who sell directly to end-users for certain large-scale projects.
To maintain or increase market share in light of competitive pressures from
current or future competitors, the Company may be required to lower its prices.
Such measures could adversely affect the Company's financial condition and
results of operations.
Inventory
The Company is dependent upon identifying the right product mix and
maintaining sufficient inventory on hand to meet customer orders. There can be
no assurance that the Company will be able to identify and offer products
necessary to remain competitive or not suffer losses related to product
obsolescence. Further, there is no assurance that the Company will achieve and
maintain sufficient inventory levels to meet its customers' needs or that the
Company will not have to take inventory write-offs in the future.
Dependence on Management and Key Personnel
The Company is highly dependent upon the services of certain members of
senior management, including Alan B. Anixter, Scott C. Anixter and Carl E.
Putnam. Loss of the services of any of these individuals could have a material
adverse impact on the Company. The Company has entered into employment
agreements with a number of executive officers, including Scott C. Anixter, 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.
5
<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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares by the Selling Stockholders.
6
<PAGE>
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 Number of After Offering(2)
----------------------- Shares ------------------
Number Being Number Perce
of Shares Percent Offered (1) of Shares nt
--------- ---------- ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Scott D. Nichols and Rheall Adair Nichols(3)........ 60,000 (4) * 60,000 (4) -- --
Terri D. Belote..................................... 60,000 (4) * 60,000 (4) -- --
James Hambuchen and Gigi Hambuchen.................. 60,000 (4) * 60,000 (4) -- --
Neal Huval(5)....................................... 8,000 (4) * 8,000 (4) -- --
Michael J. Duke(6).................................. 8,000 (4) * 8,000 (4) -- --
J. Michael Clark(7)................................. 4,000 (4) * 4,000 (4) -- --
Bruce C. Stanley(8)................................. 227,052 (9) * 25,690 201,362(9) *
- ------------------
<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) Scott D. Nichols is an employee of the Company.
(4) Represents shares issued pursuant to the Asset Purchase Agreement dated
June 30, 1998, between Superior Cable & Supply, Inc. and the Company (the
"Asset Purchase Agreement").
(5) Mr. Huval is an employee of the Company.
(6) Mr. Duke is an employee of the Company.
(7) Mr. Clark is an employee of the Company.
(8) Mr. Stanley was an employee of the Company from March 1997 to March 1998.
(9) Includes 40,470 subject to certain escrow arrangements.
</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.
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.
7
<PAGE>
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 100,000,000
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 100,000,000 shares of Common Stock authorized, 23,622,880 shares
were outstanding as of July 31, 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 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
8
<PAGE>
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.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Harris Trust
and Savings Bank, located in Chicago, Illinois.
9
<PAGE>
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, the
financial statements of Energy Electric Cable, a division of Connectivity
Products Incorporated, appearing in the Company's appearing in the Company's
Current Report on Form 8-K/A (Amendment No. 1), dated September 25, 1997, and
the financial statements of TW Communication Corp. appearing in the Company's
Current Report on 8- K/A dated July 31, 1998, have been audited by
PricewaterhouseCoopers LLP, 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.
10
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information and representations must not
be relied upon as having been authorized by the Company or the Selling
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............. 3
RISK FACTORS......................... 4 225,690 Shares
of Common Stock
USE OF PROCEEDS...................... 6
SELLING STOCKHOLDERS................. 7
PLAN OF DISTRIBUTION................. 7 PROSPECTUS
DESCRIPTION OF CAPITAL STOCK......... 8
LEGAL MATTERS....................... 10 __________, 1998
EXPERTS.............................. 10
<PAGE>
PART II
INFORMATION-NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the approximate amount of fees and
expenses (other than underwriting commissions and discounts) payable by the
Company in connection with the issuance and distribution of the Common Stock
pursuant to the Prospectus contained in this Registration Statement.
The Company will pay all of these expenses.
Approximate
Amount
---------------
Securities and Exchange Commission........... $ 970
Accountants fees and expenses................ 5,000
Legal fees and expenses...................... 5,000
MiscellaneousTexpenses....................... 1,030
---------------
Total............................... $ 12,000
===============
Item 15. Indemnification of Directors and Officers
Article 12 of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify its directors to the
full extent permitted by the General Corporation Law of the State of Delaware
and may indemnify its officers and employees to such extent, except that the
Company shall not be obligated to indemnify any such person (i) with respect to
proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, or (ii) for any amounts paid in settlement of
an action indemnified against2by6theSCompany without the prior written consent
of the Company. The Company has entered into indemnity agreementscwith 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 derivesTan improper
personal benefit.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.
The Company has obtained a directors' and officers' liability insurance
policy which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers.
The Company has agreed to indemnify the Selling Stockholders and the
Selling Stockholders have agreed to indemnify the Company and its directors, its
officers, and certain control persons against certain liabilities and expenses
incurred in connection with the Registration Statement, including with respect
to their respective obligations under the Securities Act.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
3.1* Restated Certificate of Incorporation of the Company.
3.2* Restated Bylaws of the Company.
3.3** Certificate of Amendment of Restated Certificate of Incorporation
of the Company dated September 25, 1996.
3.4*** Certificate of Amendment of Restated Certificate of Incorporation
of the Company dated June 2, 1997.
3.5 Certificate of Amendment of Restated Certificate of Incorporation
of the Company dated July 17, 1998.
4.1* Specimen Common Stock Certificate.
5 Opinion of Katten Muchin & Zavis as to the legality of the
securities being registered (including consent).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Katten Muchin & Zavis (contained in its opinion filed as
Exhibit 5 hereto).
24 Power of Attorney (included on the signature page of this
Registration Statement).
- ------------------
* Incorporated by reference to the same Exhibit number of the Company's
Registration Statement on Form SB-2, as amended (Registration Statement
No. 33-87736C).
** Incorporated by reference to the same Exhibit number of the Company's
Quarterly Report on Form 10-QSB for the quarter ended September 30,
1996.
*** Incorporated by reference to the same Exhibit number of the Company's
Registration Statement on Form S-3 Registration Statement
No. 333-30791).
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933 (the "Securities Act"), each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offer therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Company in thee
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, and State of Illinois on the 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 both 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-3 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.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed by the following persons in the
capacities and on the 18th day of August, 1998.
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
II-4
EXHIBIT 3.5
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
EXHIBIT 5
KATTEN MUCHIN & ZAVIS
525 West Monroe, Suite 1600
Chicago, Illinois 60661-3693
August 18, 1998
Anicom, Inc.
6133 River Road
Suite 1000
Rosemont, Illinois 60018-51711
Re: Registration Statement on Form S-3
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-3 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to 225,690 shares of the Company's Common Stock,
$.001 par value per share.
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers and
employees of, and the accountants and transfer agent for, the Company. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including (a)
the Registration Statement, (b) the Restated Certificate of Incorporation of the
Company, as amended, (c) the Restated ByLaws of the Company, and (d) resolutions
adopted by the Board of Directors of the Company.
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 authenticate original 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.
Based upon and subject to the foregoing, it is our opinion that the
225,690 shares are validly issued, fully paid and nonassessable.
We hereby assent to use of our name under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement and to use of
this opinion for filing as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion by reference in this registration statement
on Form S-3 (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. We also consent
to the reference to our firm under the caption "Experts".
Chicago, Illinois
August 18, 1998
/s/ PricewaterhouseCoopers LLP
