Registration No.: 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AVNET, INC.
(Exact name of registrant as specified in its charter)
New York 11-1890605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 Cutter Mill Road
Great Neck, New York 11021
(Address of Principal Executive Offices) (Zip Code)
1994 AVNET INCENTIVE STOCK PROGRAM
(Full title of the plan)
Raymond Sadowski David R. Birk
Senior Vice President and Senior Vice President and
Chief Financial Officer General Counsel
Avnet, Inc. Avnet, Inc.
80 Cutter Mill Road 80 Cutter Mill Road
Great Neck, NY 11021 Great Neck, NY 11021
(Names, addresses and telephone numbers of agents for
service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed
securities to registered maximum maximum Amount of
be registered offering price aggregate registration
per share offering price fee
Common Stock, 350,000 $43.5875* $15,255,625* $5,261
$1.00 par value shares
* Calculated pursuant to Rule 457(h), upon the basis of
the average of the high and low prices of a share of the
Registrant's Common Stock on January 4, 1996 as reported
for New York Stock Exchange composite transactions.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by
reference in this registration statement: (a) the
Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995 (Commission File No. 1-4224);
(b) the Registrant's Current Report on Form 8-K dated
September 26, 1995; (c) the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended September 29,
1995; and (d) the description of the Registrant's Common
Stock contained in the registration statement for such
Common Stock filed under the Securities Exchange Act of
1934 (the "Exchange Act"), including any amendments or
reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective
amendment to this Registration Statement which indicates
that all securities offered hereby have been sold, or
which deregisters all securities covered hereby then
remaining unsold, shall be deemed to be incorporated by
reference in and made a part of this Registration
Statement from the respective dates on which such
documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain matters with respect to the shares of Common
Stock being registered hereunder are being passed upon by
David R. Birk, Esq., whose opinion is filed as Exhibit
5.1 to this Registration Statement. Mr. Birk is Senior
Vice President and General Counsel of the Registrant and
is the beneficial owner of 1,093.6 shares of the
Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 54 of the Registrant's by-laws provides as
follows:
54. A. The Corporation shall indemnify, and
advance the expenses of, any director, officer or
employee to the full extent permitted by the New York
Business Corporation Law as the same now exists or may
hereafter be amended.
B. The indemnification and advancement of
expenses granted pursuant to this Section 54 shall not be
exclusive or limiting of any other rights to which any
person seeking indemnification or advancement of expenses
may be entitled when authorized by (i) a resolution of
shareholders, (ii) a resolution of directors or (iii) an
agreement providing for such indemnification; provided
that no indemnification may be made to or on behalf of
any such person if a judgment or other final adjudication
adverse to such person establishes that his acts were
committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he
was not legally entitled.
C. No amendment, modification or rescission
of these By-Laws shall be effective to limit any person's
right to indemnification with respect to any alleged
cause of action that accrues or other incident or matter
that occurs prior to the date on which such modification,
amendment or rescission is adopted.
Section 721 of the New York Business Corporation Law
(the "B.C.L.") provides that no indemnification may be
made to or on behalf of any director or officer of the
Registrant if "a judgment or other final adjudication
adverse to the director or officer establishes that his
acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to
which he was not legally entitled." Section 54B of the
Registrant's By-laws includes the foregoing statutory
language.
The rights granted under section 54 of the By-laws
are in addition to, and are not exclusive of, any other
rights to indemnification and expenses to which any
director or officer may otherwise be entitled. Under the
B.C.L., a New York corporation may indemnify any director
or officer who is made or threatened to be made a party
to an action by or in the right of such corporation
against "amounts paid in settlement and reasonable
expenses, including attorneys' fees," actually and
necessarily incurred by him in connection with the
defense or settlement of such action, or in connection
with an appeal therein, if such director or officer
acted, in good faith, for a purpose which he reasonable
believed to be in the best interests of the corporation,
except that no indemnification shall be made in respect
of (1) a threatened action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue
or matter as to which such director or officer shall have
been adjudged liable to the corporation, unless and only
to the extent that a court determines that the director
or officer is fairly and reasonably entitled to indemnity
(B.C.L. Section 722(c)). A corporation may also
indemnify directors and officers who are parties to other
actions or proceedings (including actions or proceedings
by or in the right of any other corporation or other
enterprise which the director or officer served at the
request of the corporation) against "judgments, fines,
amounts paid in settlement and reasonable expenses,
including attorneys' fees," actually or necessarily
incurred as a result of such actions or proceedings, or
any appeal therein, provided the director or officer
acted in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation
(or in the case of service to another corporation or
other enterprise at the request of such corporation, not
opposed to the best interests of such corporation) and,
in criminal cases, that he also had no reasonable cause
to believe that his conduct was unlawful (B.C.L. Section
722(a)). Any indemnification under Section 722 may be
made only if authorized in the specific case by
disinterested directors, or by the board of directors
upon the opinion in writing of independent legal counsel
that indemnification is proper, or by the shareholders
(B.C.L. Section 723(b)), but even without such
authorization, a court may order indemnification in
certain circumstances (B.C.L. Section 724). Further, any
director or officer who is "successful, on the merits or
otherwise," in the defense of an action or proceeding is
entitled to indemnification as a matter of right (B.C.L.
Section 723(a)).
A New York corporation may generally purchase
insurance, consistent with the limitation of New York
insurance law and regulatory supervision, to indemnify
the corporation for any obligation which it incurs as a
result of the indemnification of directors and officers
under the provisions of the B.C.L., so long as no final
adjudication has established that the directors' or
officers' acts of active and deliberate dishonesty were
material to the cause of action so adjudicated or that
the directors or officers personally gained in fact a
financial profit or other advantage (B.C.L. Section 726).
The Registrant's directors and officers are
currently covered as insureds under directors' and
officers' liability insurance. Such insurance, subject
to annual renewal and certain rights of the insurer to
terminate, provides an aggregate maximum of $50,000,000
of coverage for directors and officers of the Registrant
and its subsidiaries against claims made during the
policy period relating to certain civil liabilities,
including liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion and Consent of David R. Birk, Esq.
23.1 Consent of David R. Birk, Esq. (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent
Auditors.
24.1 Powers of Attorney.
99 1994 Avnet Incentive Stock Program
Item 9. 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.
(i) to include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any
facts or events arising after the effective date of
this registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement.
(iii) to include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be
a new registration statement relating to the
securities offered herein, 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) That, for the purposes of determining any
liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement
shall be deemed to be a new registration statement
relating to the securities offered herein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in item
6 above or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy
as expressed in the 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 Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person
in connection with the securities being registered, the
Registrant 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 Act and will be governed by
the final adjudication of such issue.
S I G N A T U R E
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized in the Town of Great Neck, State of New York, on
January 4, 1996.
AVNET, INC.
By: s/Leon Machiz
Leon Machiz, Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the
Securities Act of 1933 this Registration Statement has
been signed below on January 4, 1996 by the following
persons in the capacities indicated.
s/ Leon Machiz
Leon Machiz
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
s/Raymond Sadowski
Raymond Sadowski
Senior Vice President Chief
Financial
Officer and Assistant Secretary
(Principal Financial Officer)
s/John F. Cole
John F. Cole
Controller
(Principal Accounting Officer)
*
Roy Vallee
President, Chief Operating
Officer,
Vice Chairman of the Board and
Director
*
Eleanor Baum, Director
*
Gerald J. Berkman, Director
*
Joseph F. Caligiuri, Director
*
Sylvester D. Herlihy, Director
*
Ehud Houminer, Director
*
Salvatore J. Nuzzo, Director
*
Frederic Salerno, Director
*
David Shaw, Director
*
Howard Stein, Director
*
Keith Williams, Director
*
Frederick S. Wood, Director
*By:s/Raymond Sadowski
Raymond Sadowski
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Exhibit
5.1 Opinion and Consent of David R. Birk, Esq.
23.1 Consent of David R. Birk (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Auditors
24.1 Powers of Attorney
99 1994 Avnet Incentive Stock Program