AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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KENT ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-1763541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7433 HARWIN DRIVE STEPHEN J. CHAPKO
HOUSTON, TEXAS 77036 7433 Harwin
(713) 780-7770 HOUSTON, TEXAS 77036
(Address, including zip code, and telephone number, (713) 780-7770
including area code, of registrant's (Name, address, including zip code, and telephone number,
principal executive offices) including area code, of agent for service)
Copies to:
GENE G. LEWIS JOE S. POFF
LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. BAKER & BOTTS, L.L.P.
3400 TEXAS COMMERCE TOWER ONE SHELL PLAZA
600 TRAVIS 910 LOUISIANA
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 226-1200 (713) 229-1234
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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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. [ ]
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. [X] Registration
No. 333-34045
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
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE
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4 1/2% Convertible Subordinated Notes Due 2004 $ 34,500,000 $ 10,455
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Common Stock, without par value (3) --
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Rights (4) --
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(1) Includes $4,500,000 principal amount of 4 1/2% Convertible Subordinated
Notes due 2004 (the "Notes") which may be purchased pursuant to an over-
allotment option granted by the Registrant to the Underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) Includes such indeterminate number of shares of Common Stock as may be
issuable upon conversion of the Notes registered hereby.
(4) The Rights trade with and are evidenced by the Certificates representing
the Common Stock. There is one-third of a Right associated with each share
of Common Stock. Value attributable to such Rights, if any, is reflected in
the market price of the Common Stock.
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EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended (the "Securities Act"). The contents of the Registrant's
Registration Statement on Form S-3 (including exhibits) (Registration No. 333-
34045), filed with the Securities and Exchange Commission (the "Commission") on
August 21, 1997, as amended by Amendment No. 1 thereto filed with the Commission
on September 15, 1997 and declared effective by the Commission on September 17,
1997, including all prospectuses filed pursuant thereto in accordance with Rule
424 promulgated under the Securities Act and each of the documents incorporated
or deemed to be incorporated by reference therein, are hereby incorporated into
this Registration Statement by reference.
EXHIBITS
5.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
8.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
23.1 -- Consent of Grant Thornton LLP.
23.2 -- Consents of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
as part of Exhibits 5.1 and 8.1).
24.1 -- Powers of Attorney. Incorporated by reference to the signature page
of the Company's Registration Statement on Form S-3 (Registration
No. 333-34045) filed with the Commission on August 21, 1997.
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 of the
requirements for 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 Houston, the State of Texas, on September 17, 1997.
KENT ELECTRONICS CORPORATION
By: /s/ Morrie K. Abramson
___________________________________
(Morrie K. Abramson,
Chairman of the Board,
Chief Executive Officer and President)
Signature Title Date
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/s/ Morrie K. Abramson Chairman of the Board, September 17, 1997
____________________________ Chief Executive Officer,
Morrie K. Abramson President and Director
(Principal Executive Officer)
/s/ Stephen J. Chapko Executive Vice President, September 17, 1997
____________________________ Treasurer and Secretary
Stephen J. Chapko Chief Financial Officer
(Principal Financial Officer)
* Vice President, September 17, 1997
____________________________ Corporate Controller
David D. Johnson (Principal Accounting Officer)
* Director September 17, 1997
____________________________
Terrence M. Hunt
* Director September 17, 1997
____________________________
Max S. Levit
* Director September 17, 1997
____________________________
David Siegel
* Director September 17, 1997
____________________________
Richard C. Webb
* Director September 17, 1997
____________________________
Alvin L. Zimmerman
*By: /s/ Morrie K. Abramson
_______________________
Morrie K. Abramson,
Attorney-in-Fact
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