As filed with the Securities and Exchange Commission on November 20, 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 2,807,017 shares $10.195 $28,617,538 $7,955.68
====================================================================================================================================
<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 November 16, 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>
The information in this Prospectus is not complete and may be changed. The
securities covered by this Prospectus may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This
Prospectus is not an offer to sell these securities and is not a solicitation of
an offer to buy these securities in any state where the offer is not permitted.
Subject to completion, dated November 20, 1998
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
2,807,017 Shares of Common Stock
---------------------------
This Prospectus relates to the offer and sale by Tricontinental
Industries Limited (the parent corporation of the former Texcan Cables Inc.) and
Tricontinental Distribution Limited (formerly Texcan Cables Limited), of
2,807,017 shares of Common Stock of Anicom, Inc. Anicom, Inc. 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 under the
symbol "ANIC." On November 18, 1998, the closing price of the Common Stock as
reported on the Nasdaq National Market was $10.50 per share.
The selling stockholders may sell, from time to time, the shares of
Common Stock described in this Prospectus in public or private transactions,
through the Nasdaq National Market or national stock exchanges, in privately
negotiated transactions or otherwise, at prevailing market prices, or at
privately negotiated prices. The selling stockholders may sell the shares
directly to purchasers or through brokers or dealers. Brokers or dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders. More information is provided in the section titled
"Plan of Distribution."
Investing in the Common Stock involves certain risks. See "Risk
Factors" beginning on page 4.
---------------------------
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
---------------------------
Prospectus dated _____________, 1998
<PAGE>
We have not authorized anyone to provide you with information different
from that contained in this Prospectus. The Selling Stockholders are offering to
sell, and seek offers to buy, shares of the Company's Common Stock only in
jurisdictions where such offers and sales are permitted. The information
contained in this Prospectus is accurate only as of the date of this Prospectus,
regardless of the time of delivery of this Prospectus or of any sale of the
shares.
In this Prospectus, "Selling Stockholders" refers to Tricontinental
Industries Limited and Tricontinental Distribution Limited.
In this Prospectus, "Anicom", "we", "our" and the "Company" refer to
Anicom, Inc.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The Company files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). This 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. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. 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 website 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 of the Company is traded on the Nasdaq National Market, 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 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered under
this Prospectus. 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, the public may inspect
and copy the Registration Statement and other information in the manner and at
the sources described above. Any statements contained in this Registration
Statement concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete. In each instance, we make reference to the copy of the
document so filed. Such references qualify each such statement in its entirety.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The rules of the Commission allow the Company to "incorporate by
reference" certain information into this Prospectus, which means that the
Company may disclose certain information to you by referring you to another
document filed with the Commission. The Company is incorporating by reference
the following documents previously filed with the Commission:
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, June 30, 1998 and September 30, 1998;
3. The Company's Current Reports on Form 8-K, September 22, 1998 and
October 5, 1998 and the Company's Current Reports on Form 8-K/A dated
May 23, 1996, November 5, 1996, September 25, 1997, February 13, 1998,
April 20, 1998, July 31, 1998, October 29, 1998 and November 20, 1998;
and
4. The description of the Common Stock contained in the Company's
registration statement on Form 8-A filed under to Section 12 of the
Exchange Act as filed with the Commission on January 10, 1995 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 Securities Exchange Act of 1934, as amended ("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 set forth in this Prospectus or in a document incorporated or
deemed to be incorporated by reference in this Prospectus 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
Investing in the shares offered by this Prospectus involves a high
degree of risk. In addition to other information contained in this Prospectus or
incorporated by reference into this Prospectus, you should consider carefully
the following factors before deciding to purchase the shares offered by this
Prospectus. Statements in this Prospectus that are not historical facts are
forward-looking statements. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. A
number of factors could cause the Company's future results to be different from
those expressed in any forward-looking statements made by the Company. Some of
these factors are listed below.
Risks Associated with Integrated Growth Strategy
Our integrated growth strategy involves the identification and pursuit
of acquisition opportunities and internal growth. As of September 30, 1998, the
Company operated in over 75 locations. The success and the rate of the Company's
expansion into new geographical markets will depend on a number of factors,
including the following:
o economic and business conditions affecting customers
o competition
o availability of sufficient capital
o availability of sufficient inventory to meet customer demand
o ability to obtain suitable sales offices and/or warehouse
facilities
o ability to attract and retain qualified personnel
o ability to operate effectively in new geographic areas
As a result of these factors, we cannot assure you that we will be able to
achieve planned growth on a timely or profitable basis.
With respect to our identification and pursuit of acquisition
opportunities, viable acquisition candidates may not be available or available
on terms acceptable to us. Additionally, as part of our integrated growth
strategy, we completed the implementation of a new information technology system
in the fourth quarter of 1997. If we continue to grow, we may be required to
make further investments in personnel and information technology systems.
Failure to successfully hire or retain such personnel or to realize the benefit
of its investments in its information technology systems and its multi-tiered
distribution network could have a material adverse effect on our results of
operations and financial condition. There can be no assurance that we will be
able to manage our expanding operations effectively, that we will be able to
maintain or accelerate our recent growth or that we will be able to operate
profitably.
Risks Associated with Canadian Operations
As a result of the acquisition of Texcan Cables Limited in September
1998, we now have significant operations in Canada. Accordingly, we will be
influenced by the political, economic and other factors affecting Canada. These
factors include, without limitation, taxation policies, changing federal and
provincial political conditions, compliance with a variety of Canadian laws and
unexpected changes in regulatory requirements. One or more of these factors
could adversely affect the Company's business, results of operations and
financial condition. Also, we now receive a portion of our cash flow in Canadian
dollars. Changes in the exchange rate between the Canadian and U.S. currencies
could adversely affect the Company's business, results of operations and
financial condition.
4
<PAGE>
Capital Needs for Expansion
We may require additional capital if we continue to grow. The Company
may raise this capital through public or private equity offerings or financings.
However, such capital may not be available or, if available, may not be
available on acceptable terms. The Company's inability to raise funds could
restrict our growth. In addition, your ownership interest may be diluted if
funds are raised by issuing additional equity securities.
Risks Associated With 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 for resale by the Selling
Stockholders. The increase in the number of shares available for sale without
restriction and the perception that such sales could occur as a result of this
registration, or the actual sale of a substantial number of shares, could
adversely affect the market price of the Common Stock. The Company currently has
registration statements on Form S-3 in effect covering additional shares of
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 Company may issue shares on the
authority of the Board of Directors without stockholder approval. If the Company
issues additional Common Stock or preferred stock, the voting power and rights
of the outstanding shares of Common Stock could be diluted. In addition, the
possibility of issuing additional shares of preferred stock may deter a change
of control.
As of November 12, 1998, there were outstanding options to purchase
3,585,095 shares of Common Stock, at a weighted average price of approximately
$9.37 per share, issued to employees, former employees, directors and
consultants pursuant to the Company's stock incentive plans. As of the same
date, there were outstanding warrants to purchase 81,364 shares of the Common
Stock at a weighted average price of approximately $4.45 per share. In addition,
we have reserved 1,403,508 shares of Common Stock for issuance upon conversion
of the Series B Convertible Preferred Stock. The Company has registration
statements on Form S-8 in effect covering an aggregate of 4,450,000 of the
shares issuable under its stock incentive plans.
We 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, we also may issue additional securities, including stock
options, in connection with our employee benefit plans. During the terms of
these options and warrants, the holders may exercise the options or warrants in
order to benefit from a rise in the market price of the Common Stock. The
exercise of such options and warrants may adversely affect the market value of
the Common Stock. Also, the existence of these options and warrants may
adversely affect the terms on which we can obtain additional equity financing.
Highly Competitive Market
The market for the distribution of multimedia wiring products is highly
competitive and fragmented. To compete successfully, we believe we will need to
continue to:
o offer a broad range of technologically advanced products
o provide competitive pricing while maintaining its margins
o provide prompt delivery of products
o deliver responsive customer service
o establish and maintain strong relationships with suppliers and
customers
o attract and retain highly qualified personnel
5
<PAGE>
We face substantial competition from several national and regional distributors
and from manufacturers who sell directly to end-users for certain large-scale
projects. We may be required to lower our prices to maintain or increase market
share in light of competitive pressures from current or future competitors. Such
measures may adversely affect the Company's business, results of operations and
financial condition.
Risks Associated with Inventory
We must identify the right product mix and maintain sufficient
inventory on hand to meet customer orders. We may not be able to identify and
offer products necessary to remain competitive, or we may suffer losses related
to product obsolescence. Further, there is no assurance that we will achieve and
maintain sufficient inventory levels to meet our customers' needs or that we
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. Losing the services of any of these individuals could adversely affect
the Company's business, results of operations and financial condition. 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
Changes in quarterly operating results and earnings could lead to
significant fluctuations in the market price of the Common Stock. Estimates by
analysts, general conditions in the industries in which the Company's customers
compete and other events or factors could also lead to fluctuations in the
market price of the Common Stock.
Year 2000 Readiness and Related Risk
The Year 2000 issue is the result of computer programs being unable to
interpret dates beyond the year 1999, which could cause a system failure or
other computer errors, leading to disruptions in operations. We have begun
evaluating the Year 2000 readiness of our suppliers and vendors through a survey
distributed in the fourth quarter of 1998. Unsatisfactory responses or
non-responses from critical suppliers will be evaluated on a case by case basis
in an attempt to mitigate risk to the Company. These activities are intended to
provide a reasonable means of managing risk, but cannot eliminate the potential
for disruption due to third-party failure. We believe that the impact of
isolated occurrences resulting from any of our customers failing to be Year 2000
compliant would not materially affect the Company. However, wide-spread
interruptions to customers serviced by the Company could adversely affect the
Company's business, results of operations and financial conditions. We recognize
that a most reasonably likely worst case Year 2000 scenario would involve the
failure of a third party or a component of the infrastructure, including
national banking systems, electrical power, transportation facilities,
communication systems and governmental activities, to conduct their respective
operations after 1999 such that our ability to obtain and distribute products
and services would be limited for a period of time. If this were to occur, it
would likely cause temporary financial losses and an inability to provide
products and services to customers, and there may be no practical alternative to
some of these resources available to us. Our assessment of the impact of the
Year 2000 issue on the Company is based on our estimates at the present time.
The assessment is based upon numerous assumptions as to future events. There can
be no assurance that these estimates and assumptions will be accurate, and the
actual results could differ materially. To the extent that Year 2000 issues
cause significant delays in sales, increased inventory or
6
<PAGE>
receivable levels or cash flow reductions, the Company's business, results of
operations and financial condition would be materially adversely affected.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
shares by the Selling Stockholders.
7
<PAGE>
SELLING STOCKHOLDERS
The following table provides 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 all of the
shares offered under this Prospectus. The Selling Stockholders, their pledgees,
donees, transferees or distributees, or their respective successors-in-interest
may offer the shares for sale from time to time in whole or in part. Except
where otherwise noted, the Selling Stockholders named in the following table
have, to the knowledge of the Company, sole voting and investment power with
respect to the shares beneficially owned by them.
<TABLE>
<CAPTION>
Beneficial
Beneficial Ownership Number of Ownership
Before Offering Shares After Offering(2)
----------------------- Being -----------------
Number Registered Number Per
of Shares Percent (1) of Shares cent
--------- ------- ------------ --------- ----
<S> <C> <C> <C> <C> <C>
Tricontinental Industries Limited
(the parent corporation of the former
Texcan Cables Inc.) (3)............................... 1,403,508(4) 5.7% 1,403,508(4) -- --
Tricontinental Distribution Limited
(formerly Texcan Cables Limited) (3)................... 1,403,509(5) 6.0% 1,403,509(5) -- --
- ------------------
<FN>
(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) Ronald Stern beneficially owns, directly or indirectly, all of the shares
of Tricontinental Industries Limited and Tricontinental Distribution
Limited.
(4) These shares of Common Stock are issuable upon conversion of all of the
shares of the Company's Series B Convertible Preferred Stock issued
pursuant to the Asset Purchase Agreement dated September 21, 1998 by and
among Texcan Cables Inc., Texcan Cables International, Inc., Texcan Cables
Limited and the Company (the "Asset Purchase Agreement") at a per share
conversion price of $14.25. Prior to conversion, the shares of the
Company's Series B Convertible Preferred Stock are not entitled to voting
rights generally other than with respect to certain matters specifically
affecting the Series B Convertible Preferred Stock. See "Description of
Capital Stock - Series B Convertible Preferred Stock." Includes 350,877
shares of Common Stock issuable upon conversion of shares of Series B
Convertible Preferred Stock that are subject to certain escrow arrangements
with the Company.
(5) These shares of Common Stock were issued pursuant to the Asset Purchase
Agreement.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders, their pledgees, donees, transferees or
distributees, or their respective successors-in-interest may sell any or all of
the shares covered by this Prospectus from time to time. 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 sell shares in one or more of the following transactions: (a) block
trades in which the broker or dealer 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. The
Selling Shareholders may pay brokers or dealers commissions or give them
discounts (or, if any such broker-dealer acts as agent for the purchaser of such
shares, from such purchaser) in amounts customary in the types of transactions
involved.
8
<PAGE>
Broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share. Also, if the
broker-dealer is unable to sell the shares as agent for the Selling
Stockholders, the broker-dealer may 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. Also, broker-dealers may sell shares
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. In connection with these resales,
broker-dealers 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 has advised the Selling Stockholders that the anti-manipulation rules
under the Exchange Act may apply to sales of the shares of Common Stock in the
market and to the activities of the Selling Stockholders and their affiliates.
The Company has also informed the Selling Stockholders of the need to deliver a
copy of this Prospectus at or prior to the time of any sale of the shares of
Common Stock offered by this Prospectus.
The Company is required to pay all of the expenses incident to this
offering and sale of the shares. 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, 23,026,855 shares
were outstanding as of November 2, 1998. Subject to the rights of holders of
Preferred Stock, the holders of outstanding shares of Common Stock are entitled
to a pro rata share of dividends that the Board of Directors may declare from
time to time. Each holder of Common Stock has 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, the holders
of Common Stock are entitled to a pro rata share of all assets available for
distribution. All shares of Common Stock currently outstanding are, and, when
duly issued and paid for, all shares of Common Stock offered hereby 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.
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. The Board of Directors may issue this Preferred Stock, without
shareholder approval, in series from time to time with such designations,
relative rights, priorities, preferences, qualifications, limitations and
restrictions, to the extent that such are not fixed in the Company's
9
<PAGE>
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, and 20,000 shares have been designated as Series B
Convertible Preferred Stock, all of which are issued and outstanding.
Series B Convertible Preferred Stock
The holders of the Series B Convertible Preferred Stock are entitled to
receive cumulative preferential dividends on the Liquidation Preference (as
defined below) commencing on the date of issuance ("Issuance Date") at the rate
of three percent (3%) per annum of the Liquidation Preference (as defined
below). Accrued dividends shall be payable, in arrears, in cash on March 1 and
September 1, beginning March 1, 1999. The "Liquidation Preference" of the Series
B Preferred Stock is $1,000.00 per share plus any accrued and unpaid dividends
through the date of payment (in the case of a redemption or liquidation) or
conversion, as the case may be.
The Series B Convertible Preferred Stock will not be entitled to any
voting rights of any kind, whether as a separate class or together with other
classes, except that (i) the holders of the Series B Convertible Preferred Stock
shall vote as a separate class with respect to any proposed amendments to the
terms and conditions of the Series B Convertible Preferred Stock that would be
adverse to the holders of the Series B Convertible Preferred Stock; and (ii)
following an event of non-compliance and until such event is cured, the holders
of the Series B Convertible Preferred Stock shall, collectively, be entitled to
vote together with the holders of Common Stock, as one class, on an as converted
basis.
The holders of the Series B Convertible Preferred Stock have the right
to convert at any time all or a portion of the Series B Convertible Preferred
Stock into a number of shares of Common Stock equal to the liquidation
preference of the shares of Series B Convertible Preferred Stock tendered for
conversion divided by a conversion price of $14.25 per share (the "Conversion
Price"). The Company has reserved 1,403,508 shares of Common Stock for issuance
upon conversion of the Series B Convertible Preferred Stock.
The Series B Convertible Preferred Stock may also be subject to
mandatory conversion as described below. The outstanding shares of Series B
Convertible Preferred Stock will be deemed to have been converted into shares of
Common Stock at the Conversion Price automatically, upon the following terms and
conditions: (i) if, at any time following the Issuance Date, the Average Trading
Price of the Common Stock exceeds 130% of the Conversion Price, then 6,667
shares of Series B Convertible Preferred Stock will convert into Common Stock,
such conversion to be allocated pro rata among the holders thereof; (ii) if, at
any time following the Issuance Date, the Average Trading Price of the Common
Stock exceeds 160% of the Conversion Price, then 13,333 shares of Series B
Convertible Preferred Stock, minus any shares of Series B Convertible Preferred
Stock previously converted, will convert into Common Stock, such conversion
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<PAGE>
to be allocated pro rata among the holders thereof; and (iii) if, at any time
following the Issuance Date, the Average Trading Price of the Common Stock
exceeds 190% of the Conversion Price, then any remaining shares of Series B
Convertible Preferred Stock will convert into Common Stock.
The Series B Preferred Stock is redeemable at the holder's or the
Company's option after three years from the Issuance Date for a redemption price
equal to the Liquidation Preference. On the fifth anniversary of the Issuance
Date, the Company shall redeem all of the then outstanding shares of Series B
Convertible Preferred Stock for a price per share equal to the Liquidation
Preference as of such date.
So long as any shares of the Series B Convertible Preferred Stock are
outstanding, the Company may not redeem more than five percent of the
outstanding shares of any class of junior securities in one or more transactions
during any twelve consecutive month period unless the Series B Convertible
Preferred Stock is redeemed prior thereto. In the event of a payment default
with respect to the Series B Convertible Preferred Stock, the holders are
entitled to direct the Company to redeem the maximum number of such shares
ratably among the holders of such shares. So long as the initial holder of the
Series B Convertible Preferred Stock and its permitted transferees are,
collectively, the owner of at least 20% of the then outstanding shares of Series
B Convertible Preferred Stock, if the Company fails to redeem all of the then
outstanding shares of Series B Convertible Preferred Stock on or before any
redemption date and does not cure such failure in full on or before the tenth
business day following written notice to the Company, the holders of such shares
shall, collectively, be entitled to elect two members of the Board of Directors.
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 or prevent a
change of control of the Company. These provisions include (a) classifying the
Board of Directors into three classes, each class serving staggered three year
terms; (b) eliminating stockholder action by written consent; (c) authorizing
the Board to issue series of Preferred Stock with such voting rights and other
powers as the Board may determine; (d) requiring that only the Board or a vote
of greater than 66 2/3% of the voting Common Stock may change the By-Laws; (e)
requiring that the provision creating the classified board may only be
11
<PAGE>
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) requiring notice for nominations
to the Board of Directors and to the raising of business matters at stockholder
meetings.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Harris Trust
and Savings Bank, located in Chicago, Illinois.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares will
be passed upon for the Company by Katten Muchin & Zavis, a partnership including
professional corporations, located in Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-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 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 reports given upon the authority of
such firm as experts in accounting and auditing.
The combined financial statements of Texcan Cables Inc. and Texcan
Cables Limited as of March 31, 1998 and 1997 and for each of the years in the
three year period ended March 31, 1998 appearing in the Company's Current Report
on 8-K/A (Amendment No. 2) dated November 20, 1998, have been audited by KPMG
LLP independent 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 reports given upon the
authority of such firm as experts in accounting and auditing.
12
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Prospective investors may rely only on the information contained in this
Prospectus. Neither Anicom, Inc. nor the Selling Stockholders has authorized
anyone to provide prospective investors with information different from that
contained in this Prospectus. This Prospectus is not an offer to sell nor is it
seeking an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted. The information contained in this Prospectus is correct
only as of the date of this Prospectus, regardless of the time of the delivery
of this Prospectus or any sale of these securities.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION................ 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE............. 3
RISK FACTORS......................... 4 2,807,017 Shares
of Common Stock
USE OF PROCEEDS...................... 7
SELLING STOCKHOLDERS................. 8
PLAN OF DISTRIBUTION................. 8 PROSPECTUS
DESCRIPTION OF CAPITAL STOCK......... 9
LEGAL MATTERS....................... 12 __________, 1998
EXPERTS.............................. 12
<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.................... $ 7,956
Accountants fees and expenses......................... 10,000
Legal fees and expenses............................... 10,000
Miscellaneous expenses................................ 2,044
-----------
Total........................................ $ 30,000
===========
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 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.
II-1
<PAGE>
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.
Item 16. Exhibits and Financial Statement Schedules
2.1* Asset Purchase Agreement by and between by and the Company,
Texcan Cables Inc., Texcan Cables International Inc. and Texcan
Cables Limited dated September 21, 1998.
4.1* Certificate of Designations, Preferences and Rights of Series B
Convertible Preferred Stock of Anicom, Inc.
4.2* Registration Rights Agreement by and between Anicom Inc., Texcan
Cables Inc., and Texcan Cables Limited, dated September 21,
1998.
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 KPMG LLP.
23.3 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
Current Report on Form 8-K dated October 5, 1998.
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>
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 20th day
of November, 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 20th day of November, 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/ LEE B. STERN Director
- -------------------------------------
Lee B. Stern
II-3
EXHIBIT 5
KATTEN MUCHIN & ZAVIS
525 West Monroe, Suite 1600
Chicago, Illinois 60661-3693
November 20, 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 2,807,017 shares of the Company's Common
Stock, $.001 par value per share, which consist of (i) 1,403,509 of common
shares issued to Texcan Cables Limited (the "Common Shares") and (ii) 1,403,508
of common shares issuable upon conversion of the 20,000 Series B Convertible
Preferred Shares (the "Underlying Shares").
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 By-Laws 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:
1. The Common Shares are validly issued, fully paid and non-assessable.
2. The Underlying Shares, when and if issued upon conversion, will be
validly issued, fully paid and non-assessable.
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 incorporation 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., appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997, 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".
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
November 20, 1998
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Anicom, Inc.
We consent to the incorporation by reference herein in the registration
statement on Form S-3 of Anicom, Inc. of our report dated August 25, 1998,
except as to Note 12 which is as of September 21, 1998, with respect to the
combined balance sheets of Texcan Cables Inc. and Texcan Cables Limited
(collectively, the "Company") as of March 31, 1998 and 1997 and the related
combined statements of earnings, retained earnings (deficit) and cash flows for
each of the years in the three year period ended March, 31, 1998, which report
appears in the Form 8-K/A (Amendment No. 2) of Anicom, Inc. dated November 20,
1998. We also consent to the reference to our firm under the heading "Experts"
in the prospectus.
/S/KPMG LLP
Chartered Accountants
Richmond, Canada
November 20, 1998
