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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
MARCH 30, 2001 (MARCH 21, 2001)
KENT ELECTRONICS CORPORATION
Exact Name of Registrant as Specified in its Charter
TEXAS 0-14643 74-1763541
State of Incorporation or Commission File Number I.R.S. Employer
Organization Identification No.
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
Address of Principal Executive Offices (Zip Code)
(281) 243-4000
Registrant's telephone number,
including area code
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
1. On October 19, 2000, Kent Electronics Corporation ("Kent") and
Larry D. Olson entered into Executive Health Care Benefits and Consulting
Agreement by and between Kent Electronics Corporation and Larry D. Olson dated
October 19, 2000, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K.
2. On March 22, 2001, Avnet, Inc. ("Avnet") and Kent announced that
they had entered into an Agreement and Plan of Merger, dated as of March 21,
2001 (the "Merger Agreement"), which sets forth the terms and conditions of the
proposed merger of a subsidiary of Avnet ("Merger Sub") with and into Kent (the
"Merger") pursuant to which Kent will survive the Merger and will become a
wholly owned subsidiary of Avnet. Consummation of the Merger is subject to
various conditions, including the approval by both Avnet's and Kent's
stockholders and the receipt of required regulatory approvals. The Merger is
intended to be a tax-free reorganization pursuant to Section 368(a) of the
Internal Revenue Code of 1986, as amended, and is intended to be treated as a
pooling of interests for financial reporting purposes. A copy of the Merger
Agreement and a copy of the joint press release of Avnet and Kent with respect
to the Merger are filed as Exhibit 2.1 and Exhibit 99.1, respectively, to this
Current Report on Form 8-K.
Simultaneously with the execution of the Merger Agreement, Avnet,
Merger Sub and Kent entered into a Stock Option Agreement pursuant to which Kent
granted Avnet an option to purchase up to 2,863,474 shares of common stock,
without par value, of Kent ("Kent Common Stock"), exercisable upon the
occurrence of certain events (the "Option Agreement"). A copy of the Option
Agreement is filed as Exhibit 2.2 to this Current Report on Form 8-K.
Also, simultaneously with the execution of the Merger Agreement,
Avnet and certain stockholders of Kent, who collectively own beneficially
approximately 4.5% of the outstanding Kent Common Stock, entered into Inducement
Agreements (the "Inducement Agreements") pursuant to which such stockholders
have agreed to vote their shares of Kent Common Stock in favor of the Merger.
Copies of the Inducement Agreements are filed as Exhibit 2.3 and Exhibit 2.4 to
this Current Report on Form 8-K.
In conjunction with the execution of the Merger Agreement, Kent,
Morrie Abramson, and Mr. Abramson's wife executed an amendment to Mr. Abramson's
employment agreement ("Amendment No. 3 to Employment Agreement"), dated as of
March 21, 2001. A copy of Amendment No. 3 to Employment Agreement is attached as
Exhibit 10.2 to this Current Report on Form 8-K.
In conjunction with the execution of the Merger Agreement, Kent and
Mr. Abramson executed an amendment to Mr. Abramson's consulting agreement
("Amendment No. 1 to
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Consulting Agreement"), dated as of March 21, 2001. A copy of Amendment No. 1 to
Consulting Agreement is attached as Exhibit 10.3 to this Current Report on Form
8-K.
The Merger Agreement, Option Agreement, Inducement Agreements,
Amendment No. 3 to Employment Agreement, Amendment No. 1 to Consulting Agreement
and the joint press release are incorporated by reference into this Item 5 and
the foregoing description of such documents is qualified in its entirety by
reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of this
report:
2.1 Agreement and Plan of Merger by and between Avnet, Inc. and
Alpha Acquisition Corp. and Kent Electronics Corporation dated
as of March 21, 2001.
2.2 Stock Option Agreement, dated as of March 21, 2001, between
Avnet, Inc., Alpha Acquisition Corp. and Kent Electronics
Corporation.
2.3 Inducement Agreement, dated as of March 21, 2001, by and among
Avnet, Inc. and certain stockholders of Kent Electronics
Corporation.
2.4 Inducement Agreement, dated as of March 21, 2001, by and among
Avnet, Inc. and Morrie Abramson.
10.1 Executive Health Care Benefits and Consulting Agreement by and
between Kent Electronics Corporation and Larry D. Olson dated
October 19, 2000.
10.2 Amendment No. 3 to Employment Agreement by and among Morrie K.
Abramson, Rolaine S. Abramson and Kent Electronics
Corporation, as of March 21, 2001.
10.3 Amendment No. 1 to Consulting Agreement, entered into as of
March 21, 2001, but effective as of April 1, 2001 by and among
Morrie K. Abramson and Kent Electronics Corporation.
99.1 Joint Press Release, dated March 22, 2001, announcing the
acquisition by Avnet, Inc. of Kent Electronics Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 30, 2001
KENT ELECTRONICS CORPORATION
By: /s/ Stephen J. Chapko
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Stephen J. Chapko
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger by and between Avnet, Inc. and Alpha
Acquisition Corp. and Kent Electronics Corporation dated as of March
21, 2001.
2.2 Stock Option Agreement, dated as of March 21, 2001, between Avnet,
Inc., Alpha Acquisition Corp. and Kent Electronics Corporation.
2.3 Inducement Agreement, dated as of March 21, 2001, by and among Avnet,
Inc. and certain stockholders of Kent Electronics Corporation.
2.4 Inducement Agreement, dated as of March 21, 2001, by and among Avnet,
Inc. and Morrie Abramson.
10.1 Executive Health Care Benefits and Consulting Agreement by and between
Kent Electronics Corporation and Larry D. Olson dated October 19,
2000.
10.2 Amendment No. 3 to Employment Agreement by and among Morrie K.
Abramson, Rolaine S. Abramson and Kent Electronics Corporation, as of
March 21, 2001.
10.3 Amendment No. 1 to Consulting Agreement, entered into as of March 21,
2001, but effective as of April 1, 2001 by and among Morrie K.
Abramson and Kent Electronics Corporation.
99.1 Joint Press Release, dated March 22, 2001, announcing the acquisition
by Avnet, Inc. of Kent Electronics Corporation.