1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
ARROW ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
New York 11-1806155
(State of Incorporation) (I.R.S. Employer Identification No.)
25 Hub Drive, Melville, New York 11747
--------------------------------------
(Address of principal executive offices)
Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan
Gates/FA Distributing, Inc. 1987 Stock Option Plan
Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock
Granted to James G. Foody
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock
Granted to Irwin Lieber
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock
Granted to Charles A. Luther
(Full title of Plans)
-----------------
Robert E. Klatell, Esq.
Senior Vice President and Chief Financial Officer
Arrow Electronics, Inc.
25 Hub Drive, Melville, New York 11747, (516) 391-1300
------------------------------------------------------
(Name and address of agent for service, including telephone number)
-----------------
Copy to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee (2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value (3) 131,436 $39.5625 $5,199,937 $1,794
===================================================================================================================
- ----------------------------------
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), based on the average price of Arrow
Electronics, Inc. Common Stock on the New York Stock Exchange on
September 16, 1994 (the "Market Value").
(2) The registration fee for the securities registered hereby, $1,794, has
been calculated pursuant to Rule 457(c) under the Securities Act.
(3) This Registration Statement also pertains to rights to purchase
Participating Preferred Stock of the Registrant (the "Rights"). Until
the occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for Arrow Electronics,
Inc. Common Stock and will be transferred together with and only with
such securities. Thereafter, separate Rights certificates will be
issued representing one Right for each share of Arrow Electronics,
Inc. Common Stock held subject to adjustment pursuant to
anti-dilution provisions.
2
PART I
INFORMATION REQUIRED IN A SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have heretofore been filed by
Arrow Electronics, Inc. (the "Company") (File No. I- 4482) or Gates/FA
Distributing, Inc. with the Securities and Exchange Commission the
("Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein and shall be deemed to be a
part hereof:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1993, the Company's Current Report on Form 8-K
filed September 13, 1994 and the Company's Quarterly Reports on Form
10-Q for the quarter ended March 31, 1994 and June 30, 1994.
2. The Company's pro forma financial information contained in
the Company's registration statement on Form S-4 pursuant to the
Securities Act of 1933 (Reg. No. 33-54413) including any amendment
or report for the purpose of updating such information.
3. Description of the Company's capital stock contained in
the Company's registration statement filed under the 1934 Act,
including any amendment of report filed for the purpose of updating
such description.
4. The description of the Company's Rights contained in the
Company's registration statement filed under the 1934 Act, including
any amendment or report filed for the purpose of updating such
description.
5. The Gates/FA Distributing, Inc. Annual Report on Form 10-K
for the fiscal year ended June 30, 1993, the Gates/FA Distributing,
Inc. Current Report on Form 8-K filed May 12, 1994, and the Gates/FA
Distributing, Inc. Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1993 (as amended by Form 10-Q/A dated January
12, 1994), December 31, 1993 and March 31, 1994.
All documents filed by the Company and Gates/FA Distributing,
Inc. with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in
each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so
2
3
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the Registrant's Certificate of Incorporation
permits the indemnification of officers and directors under certain
circumstances to the full extent that such indemnification may be permitted by
law.
Such rights of indemnification are in addition to, and not in
limitation of, any rights to indemnification to which any officer or director
of the Company is entitled under the Business Corporation Law of the State of
New York (Sections 721 through 727), which provides for indemnification by a
corporation of its officers and directors under certain circumstances as stated
in the Business Corporation Law and subject to specified limitations set forth
in the Business Corporation Law.
The Registrant also maintains directors' and officers'
liability insurance coverage which insures directors and officers of the
Registrant against certain losses arising from claims made, and for which the
Registrant has not provided reimbursement, by reason of their being directors
and officers of the Registrant or its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4(a) - Amended and Restated Certificate of Incorporation of Arrow Electronics, Inc. (Designated as Exhibit 4(1) to the
Registrant's Registration Statement on Form S-3 filed February 21, 1992 (Reg. No. 33-45895)).
4(b) - Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Arrow Electronics, Inc.
(Designated as Exhibit 4(2) to the Registrant's Registration Statement on Form S-3 filed February 21, 1992 (Reg.
No. 33-45896)).
4(c) - By-Laws of Arrow Electronics, Inc. (Designated as Exhibit 3(b) in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1986, Commission File No. 1-4482).
5 - Opinion of Winthrop, Stimson, Putnam & Roberts as to the legality of securities offered under the Gates/FA
Distributing, Inc. 1985 Amended and Restated Stock Option Plan; The Gates/FA Distributing, Inc. 1987 Stock Option
Plan; the Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors; Gates/FA Distributing, Inc.
Option Granted to James G. Foody; the Gates/FA Distributing, Inc. Option Granted to Irwin Lieber; and the Gates/FA
Distributing, Inc. Option Granted to Charles A. Luther , including their consent.
23(a) - Consent of Ernst & Young LLP.
23(b) - Consent of KPMG Peat Marwick LLP.
3
4
23(e) - Consent of Counsel (contained in the Opinion of the Company's Counsel, Exhibit 5 hereto).
24 - Power of Attorney (contained in the signature page hereof).
99(a) - Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan.
99(b) - Gates/FA Distributing, Inc. 1987 Stock Option Plan.
99(c) - Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors.
99(d) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody.
99(e) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Irwin Lieber.
99(f) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Charles A. Luther.
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) 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
the 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 (1)(a)(i) and (1)(a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and
the information required to be included in a post-effective
amendment by those paragraphs are contained in periodic reports
filed by the Registrant pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that are incorporated by reference in the
registration statement.
(b) 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 therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act of 1933, each
filing of the issuer'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
4
5
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 therein and
the offering of such securities at the time shall be deemed to be the initial
bona fide offering hereof.
(3) 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
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.
EXPERTS
The historical consolidated financial statements and related
schedules of Arrow Electronics, Inc. at December 31, 1993 and 1992, and for
each of the three years in the period ended December 31, 1993, incorporated by
reference from the Company's Annual Report on Form 10-K have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report appearing
elsewhere therein, and are incorporated in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
The financial statements and schedules of Gates/FA
Distributing, Inc. as of June 30, 1992 and 1993 and for each of the years in
the three-year period ended June 30, 1993, have been incorporated herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent auditors, which
are incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the June 30, 1993 financial statements refers to a change in the
method of accounting for income taxes in 1993 to adopt the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes."
LEGAL OPINION
The legality of the Common Stock offered pursuant to the
Registration Statement has been passed upon for the Company by Winthrop,
Stimson, Putnam & Roberts, Counsel for the Company, One Battery Park Plaza, New
York, New York 10004.
5
6
SIGNATURES
The Registrant: 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 City of Melville, State of New
York, on the 21st day of September, 1994.
ARROW ELECTRONICS, INC.
/s/ Robert E. Klatell
-----------------------------------------------------
By: Robert E. Klatell
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each officer or director
of Arrow Electronics, Inc. whose signature appears below constitutes and
appoints Stephen P. Kaufman, Robert E. Klatell and John C. Waddell, and each
of them singly, his true and lawful attorney-in-fact and agent, with full and
several power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8 to be filed
pursuant to the Securities Act of 1933 in connection with the registration of
up to 131,436 shares of Common Stock, par value $1.00 per share, and any or all
amendments, including pre- and post-effective amendments and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done. Each of said attorneys-in-fact shall have
power to act hereunder with or without the other.
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 dates indicated.
Principal Executive Officer: Date
/s/ Stephen P. Kaufman September 21, 1994
- --------------------------------------------------- --------------------------
Stephen P. Kaufman
Chairman and Chief Executive Officer
Principal Financial Officer:
/s/ Robert E. Klatell September 21, 1994
- --------------------------------------------------- --------------------------
Robert E. Klatell
Senior Vice President and Chief Financial Officer
6
7
Principal Accounting Officer: Date
/s/ Paul J. Reilly September 21, 1994
- --------------------------------------------------- --------------------------
Paul J. Reilly
Controller
Directors:
/s/ Daniel W. Duval September 21, 1994
- --------------------------------------------------- --------------------------
Daniel W. Duval
Director
/s/ Carlo Giersch September 21, 1994
- --------------------------------------------------- --------------------------
Carlo Giersch
Director
/s/ J. Spencer Gould September 21, 1994
- --------------------------------------------------- --------------------------
J. Spencer Gould
Director
/s/ Stephen P. Kaufman September 21, 1994
- --------------------------------------------------- --------------------------
Stephen P. Kaufman
Director
/s/ Lawrence R. Kem September 21, 1994
- --------------------------------------------------- --------------------------
Lawrence R. Kem
Director
/s/ Robert E. Klatell September 21, 1994
- --------------------------------------------------- --------------------------
Robert E. Klatell
Director
/s/ Stephen W. Menefee September 21, 1994
- --------------------------------------------------- --------------------------
Stephen W. Menefee
Director
/s/ Karen Gordon Mills September 21, 1994
- --------------------------------------------------- --------------------------
Karen Gordon Mills
Director
/s/ Anne Pol September 21, 1994
- --------------------------------------------------- --------------------------
Anne Pol
Director
7
8
Date
/s/ Richard S. Rosenbloom September 21, 1994
- --------------------------------------------------- --------------------------
Richard S. Rosenbloom
Director
/s/ John C. Waddell September 21, 1994
- --------------------------------------------------- --------------------------
John C. Waddell
Director
8
9
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
EXHIBITS
filed with
Registration Statement
on
Form S-8
under
The Securities Act of 1933
-------------------
Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan
Gates/FA Distributing, Inc. 1987 Stock Option Plan
Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock
Granted to James G. Foody
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Option Granted
to Irwin Lieber
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Option Granted
to Charles A. Luther
(Full title of the Plans)
ARROW ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
================================================================================
10
EXHIBIT INDEX
Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan
Gates/FA Distributing, Inc. 1987 Stock Option Plan
Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock
Granted to James G. Foody
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock
Granted to Irwin Lieber
Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock
Granted to Charles A. Luther
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
4(a) - Amended and Restated Certificate of Incorporation of Arrow *
Electronics, Inc. (Designated as Exhibit 4(1) to the Registrant's
Registration Statement on Form S-3 filed February 21, 1992
(Reg. No. 33-45895)).
4(b) - Certificate of Amendment to the Amended and Restated Certificate of *
Incorporation of Arrow Electronics, Inc. (Designated as Exhibit 4(2)
to the Registrant's Registration Statement on Form S-3 filed
February 21, 1991 (Reg No. 33-45896)).
4(c) - By-Laws of Arrow Electronics, Inc. (Designated as Exhibit 3(b) in the *
Registrant's Annual Report on Form 10-K for the year ended December 31,
1986, Commission File No. 1-4482).
4(d) - Certificate of Amendment to the Amended and Restated Certificate of *
Incorporation of Arrow Electronics, Inc.
5 - Opinion of Winthrop, Stimson, Putnam & Roberts as to the legality of
securities offered under the Gates/FA Distributing, Inc. 1985 Amended and
Restated Stock Option Plan; the Gates/FA Distributing, Inc. 1987 Stock
Option Plan; the Gates/FA Distributing, Inc. 1993 Stock Option Plan for
Outside Directors; Option to Purchase 6,100 Shares of Gates/FA
Distributing, Inc. Common Stock Granted to James G. Foody; Option to
Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted
to Irwin Lieber; and Option to Purchase 6,100 Shares of Gates/FA
Distributing, Inc. Common Stock Granted to Charles A. Luther , including
their consent.
23(a) - Consent of Ernst & Young LLP.
23(b) - Consent of KPMG Peat Marwick LLP.
23(c) - Consent of Counsel (contained in the Opinion of the Company's Counsel,
Exhibit 5 hereto).
24 - Power of Attorney (contained in the signature page hereof).
99(a) - Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan.
99(b) - Gates/FA Distributing, Inc. 1987 Stock Option Plan.
11
99(c) - Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors.
99(d) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common
Stock Granted to James G. Foody.
99(e) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common
Stock Granted to Irwin Lieber.
99(f) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common
Stock Granted to Charles A. Luther.
- ------------------------------------
* Incorporated by reference.