Registration No. 333-79561
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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POST-EFFECTIVE AMENDMENT TO FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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NU HORIZONS ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
Delaware 11-2621097
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
70 Maxess Road, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
NU HORIZONS ELECTRONICS CORP. 1998 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
Arthur Nadata, President
Nu Horizons Electronics Corp.
70 Maxess Road
Melville, New York 11747
(Name and address of agent for service)
(516) 396-5000
(Telephone number, including area code, of agent for service)
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copy to:
Nancy D. Lieberman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Minimum Proposed Maximum
Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
To be Registered Registered Security (1) Price (1) Registration Fee
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Common Stock,
par value $.0066 300,000 shs.(2) $7.16 $2,148,000 $597.15
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of high and low prices of the Company's Common Stock on the
Nasdaq National Market System on July 8, 1999.
(2) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the Plan.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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This Post-Effective Amendment No. 1 to Registration Statement No. 333-79561
on Form S-8 is being filed to register an additional 300,000 shares of Common
Stock available for issuance under the Registrant's 1998 Stock Option Plan, as
amended. An initial Registration Statement on Form S-8 (Registration Statement
No. 333-79561) was previously filed with respect to that plan. The contents of
such earlier Registration Statement No. 333-79561 are hereby incorporated by
reference.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
termination of this offering of Common Stock shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
The Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
therein). Requests for such copies should be directed to the Secretary, Nu
Horizons Electronics Corp., 70 Maxess Road, Melville, New York 11747, (516)
396-5000.
Item 8. Exhibits.
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4.1 1998 Stock Option Plan, as amended.
5 Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their
opinion filed as Exhibit 5.
23.2 Consent of Lazar, Levine & Felix LLP. 24 Powers of Attorney - included
in signature page hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
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 Melville, New York on the 12 th day of July, 1999.
NU HORIZONS ELECTRONICS CORP.
By: /s/ Arthur Nadata
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Arthur Nadata
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on July 12, 1999 by the following persons
in the capacities indicated. Each person whose signature appears below
constitutes and appoints Arthur Nadata and Paul Durando, and each of them acting
individually, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem necessary or advisable to enable Nu Horizons Electronics Corp. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement including specifically, but not limited to, power and
authority to sign for us or any of us in our names in the capacities stated
below, any and all amendments (including post-effective amendments) thereto,
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
such connection, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Signature Title
/s/ Irving Lubman Chairman of the Board and
Irving Lubman Chief Executive Officer
/s/ Arthur Nadata President, Treasurer and Director
Arthur Nadata (Principal Executive Officer)
/s/ Richard Schuster Vice President, Secretary and
Richard Schuster Director
/s/ Paul Durando Vice President - Finance, Chief
Paul Durando Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Herbert M. Gardner Director
Herbert M. Gardner
/s/ Harvey R. Blau Director
Harvey R. Blau
/s/ Dominic Polimeni Director
Dominic Polimeni
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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NU HORIZONS ELECTRONICS CORP.
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Form S-8 Registration Statement
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E X H I B I T I N D E X
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Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
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4 1998 Stock Option Plan, as amended . . . . . . .
5 Opinion and Consent of Counsel . . . . . . . . .
23.1 Consent of Counsel . . . . . . . . . See Exhibit 5
23.2 Consent of Lazar, Levine & Felix LLP.. . . . . .
24 Powers of Attorney . . . . . . . . . See signature page