AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
REGISTRATION NO. 333-
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 (IRS Employer
of incorporation or organization) Identification No.)
80 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021
(Address of principal executive offices)
AVNET DEFERRED COMPENSATION PLAN
(Full title of the plan)
RAYMOND SADOWSKI DAVID R. BIRK
SENIOR VICE PRESIDENT SENIOR VICE PRESIDENT, SECRETARY
AND CHIEF FINANCIAL OFFICER AND GENERAL COUNSEL
AVNET, INC. AVNET, INC.
80 CUTTER MILL ROAD 80 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021 GREAT NECK, NEW YORK 11021
(516) 466-7000 (516) 466-7000
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copies to:
MARK I. BOGART, ESQ.
RUDNICK & WOLFE
203 NORTH LASALLE STREET
SUITE 1800
CHICAGO, ILLINOIS 60601
(312) 368-4000
(312) 236-7516 (TELECOPIER)
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Proposed Amount of
to be registered{(1)} registered maximum maximum registration
offering price aggregate fee
per share offering
price{(2)}
Avnet Deferred
Compensation Plan {(3)} {(3)} $50,000,000 $14,750
Obligations
(1)The Deferred Compensation Plan Obligations are unsecured obligations Avnet,
Inc. to pay certain benefits in the future in accordance with the terms of
the Avnet Deferred Compensation Plan.
(2)Estimated solely for the purpose of calculating the registration fee.
(3)Omitted pursuant to Rule 457(0).
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 27, 1997 (Commission File No. 1-4224); (b) the
Registrant's Current Report on Form 8-K dated and filed September 23, 1997;
(c) the Registrant's Current Report on Form 8-K dated September 25, 1997
and filed November 5, 1997; and (d) the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended September 26, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
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.
$50,000,000 of Avnet Deferred Compensation Plan obligations
("Obligations") being registered under this Registration Statement may be
offered to "Eligible Employees" who are Participants, both as defined in
the Avnet Deferred Compensation Plan (the "Plan"). The Obligations are
general unsecured obligations of the Registrant to pay certain benefits in
the future in accordance with the terms of the Plan. Benefits are paid
from the general assets of the Registrant or from the Avnet Deferred
Compensation Rabbi Trust (the "Trust"), the assets of which are subject to
the claims of the Registrant's general creditors in the event that the
Registrant becomes "Insolvent" (as defined in the Trust). Accordingly, the
Obligations rank PARI PASSU with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding.
The Obligations are not subject to redemption, in whole or in part,
prior to the termination, retirement, death, a scheduled Early Distribution
Date (as defined below) or Financial Hardship (as defined below) of a
Participant. However, the Registrant reserves the right to amend or
terminate the Plan at any time, except that no such amendment or
termination shall reduce a Participant's right to Obligations in the
Participant's Accounts (as defined in the Plan) as of the date of such
amendment or termination.
The amount of Compensation (as defined in the Plan) deferred by each
Participant is determined in accordance with each Participant's deferral
election form and the provisions of the Plan. Participants may make
elections concerning where their Accounts are to be invested under
investment options provided for under the Plan. However, the Accounts are
unfunded bookkeeping accounts, the returns on which are measured by the
performance of the investment funds elected by each Participant, and are
used to determine the amount of the Obligations issued to a Participant.
Participants cannot sell, assign, transfer, pledge or otherwise encumber
any Obligation.
A Participant's Account, as adjusted for investment returns, will be
payable upon termination of employment (including retirement), death,
disability, a scheduled Early Distribution Date, Financial Hardship or
termination of employment. The timing and form of distribution will be
determined in accordance with the terms of the Plan. In general,
distributions will be made in a lump sum if made as a result of (1) death,
(2) a Participant's Account being less than $25,000, (3) the Participant
having less than five years of service with Avnet and not being disabled at
termination, (4) a scheduled Early Distribution Date or (5) Financial
Hardship. For other Participants who terminate employment with an Account
balance of $25,000 or more and due to disability or after completing at
least five years of service, distributions will be made in substantially
equal monthly installments over a 15 year period. Such participants may
also make a written election filed with the Committee to receive a
distribution in the form of a lump sum or in substantially equal periodic
payments made over a five or ten year period. However, except in the case
of disability, such written election must be filed with the Committee at
least one year prior to termination of employment. An Early Distribution
Date is a date at least three full plan years following the date a
Participant elects to take an in-service distribution of amounts deferred
for a particular plan year, and the election must be made prior to the
beginning of such plan year. Financial Hardship distributions are made as
a result of an unforeseeable severe financial emergency resulting from (1)
a sudden and unexpected illness or a accident of the Participant or his or
her dependent; (2) loss of property due to casualty; or (3) other similar
extraordinary and unforeseeable circumstance arising from events beyond the
Participant's control, which may not be relieved through other available
resources, as determined by the Committee in its sole discretion.
The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the
Registrant. No trustee has been appointed having the authority to take
action with respect to the Obligations, other than to make payment of the
Obligations in accordance with the Trust. Accordingly, each Participant
will be responsible for acting independently with respect to, among other
things, the giving of notices, responding to any requests for consents,
covenants and taking action upon a default with respect to his or her
Obligations under the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain matters with respect to the Obligations 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, is the beneficial
owner of 1,175 shares of the Registrant's Common Stock and is eligible to
participate in the Plan.
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.
4.1 Avnet Deferred Compensation Plan
4.2 Avnet Deferred Compensation Rabbi Trust
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 Accountants
24.1 Powers of Attorney
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.
(A) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(B) 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 this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(C) to include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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) The undersigned Registrant hereby undertakes that, for 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 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 foregoing
provisions, 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
this 28th day of January, 1998.
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 by the following persons in
the capacities indicated and on the date indicated.
Leon Machiz* Chairman of the Board, Chief January 28, 1998
Executive Officer and Director
(Principal Executive Officer)
Raymond Sadowski* Senior Vice President, Chief January 28, 1998
Financial Officer and Assistant
Secretary (Principal Financial
Officer)
John F. Cole* Controller (Principal Accounting January 28, 1998
Officer)
Roy Vallee* President, Chief Operating January 28, 1998
Officer, Vice Chairman of the
Board and Director
Eleanor Baum* Director January 28, 1998
Gerald J. Berkman* Director January 28, 1998
Joseph F. Caligiuri* Director January 28, 1998
Ehud Houminer* Director January 28, 1998
Salvatore J. Nuzzo* Director January 28, 1998
Frederic Salerno* Director January 28, 1998
David Shaw* Director January 28, 1998
Keith Williams* Director January 28, 1998
Frederick S. Wood* Director January 28, 1998
*By:/S/ RAYMOND SADOWSKI Attorney-in-Fact January 28, 1998
Raymond Sadowski
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE
4.1 Avnet Deferred Compensation Plan
4.2 Avnet Deferred Compensation Rabbi Trust
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
Accountants
24.1 Powers of Attorney