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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1997
Registration No. 333 - ___________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KENT ELECTRONICS CORPORATION
(Exact name of issuer 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
HOUSTON, TEXAS 77036-2015
(Address of principal executive offices) (Zip Code)
STOCK OPTION PLAN AND AGREEMENT
FOR EXECUTIVE VICE PRESIDENT OF SALES-DISTRIBUTION
STOCK OPTION PLAN AND AGREEMENT
FOR EXECUTIVE VICE PRESIDENT OF OPERATIONS-DISTRIBUTION
STOCK OPTION PLAN AND AGREEMENT
FOR VICE PRESIDENT, SECRETARY AND TREASURER
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1996 EMPLOYEE INCENTIVE PLAN
STOCK OPTION PLAN AND AGREEMENT
FOR VICE PRESIDENT, CORPORATE CONTROLLER
MONAHAN AGREEMENT
(Full title of the plans)
STEPHEN J. CHAPKO
KENT ELECTRONICS CORPORATION
7433 HARWIN DRIVE
HOUSTON, TEXAS 77036-2015
(Name and address of agent for service)
(713) 780-7770
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed
Title of securities to be Amount to be offering price maximum aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee
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Common Stock, no par value 1,960,900 (3) $28.75 $41,730,299 $12,646
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(1) The number of shares listed represents the maximum number of shares of
Common Stock of the Registrant (i) which could be purchased upon the
exercise of all stock options granted under the above plans and (ii) that
will be issued in connection with payment of the value appreciation bonus
under the Monahan Agreement dated September 25, 1996, among the
Registrant, Futronix Systems Corp., Futronix Acquisition Company, Wire &
Cable Specialties Corporation, Theodore J. Bruno and Paul R. Monahan (the
"Monahan Agreement").
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the option exercise prices of options to
acquire 1,295,888 shares of Common Stock which have been granted under the
Stock Option Plan and Agreement for Executive Vice President of
Sales-Distribution, Stock Option Plan and Agreement for Executive Vice
President of Operations-Distribution, Stock Option Plan and Agreement for
Vice President, Secretary and Treasurer, 1996 Non-Employee Director Stock
Option Plan, 1996 Employee Incentive Plan and Stock Option Plan and
Agreement for Vice President, Corporate Controller, and the average of the
high and low prices reported on the New York Stock Exchange Composite Tape
on January 17, 1997, with respect to 665,012 shares of Common Stock (i) as
to which awards have not been granted under the 1996 Non-Employee
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Director Stock Option Plan and the 1996 Employee Incentive Plan and (ii)
to be issued in connection with payment of the value appreciation bonus
under the Monahan Agreement.
(3) There are also registered hereunder 653,634 preferred share purchase
rights associated with the shares of Common Stock being registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Kent Electronics Corporation (the
"Company"), are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended March
30, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the three months
ended June 29, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the three months
ended September 28, 1996;
(d) The Company's Current Report on Form 8-K filed on September 24,
1996;
(e) The description of the Company's Common Stock contained in a
registration statement on Form 8-A filed on May 20, 1986 under
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
(f) The description of the Preferred Stock Purchase Rights ("Rights")
contained in a registration statement on Form 8-A filed on June 18,
1990 under Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment 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 herein and to be part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is or is threatened to be made a named defendant by
reason of his position as director or officer, provided that he conducted
himself in good faith and reasonably believed that, in the case of conduct in
his official capacity as director or officer, such conduct was in the
corporation's best interests, or, in all other cases, that such conduct was not
opposed to the corporation's best interests. In the case of any criminal
proceeding, a director or officer may be indemnified only if he had no
reasonable cause to believe his conduct was unlawful. If a director or officer
is wholly successful, on the merits or otherwise, in connection with such a
proceeding, such indemnification is mandatory.
Section 6.10 of the Amended and Restated Bylaws of the Company provides
for indemnification of present and former officers and directors of the Company
to the maximum extent permissible under applicable provisions of the Texas
Business Corporation Act and expressly authorizes the Company to purchase
insurance on behalf of its directors, officers and employees. The Company has
purchased a directors and officers liability insurance policy which provides
for insurance of the directors and officers of the Company against certain
liabilities they may incur in their capacities as such.
In addition, Article X of Kent's Amended and Restated Articles of
Incorporation provides:
A director of the corporation shall not be liable to the corporation
or its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this Article X does not
eliminate or limit the liability of a director for:
(1) a breach of a director's duty of loyalty to the corporation or
its shareholders;
(2) an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of the law;
(3) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office;
(4) an act or omission for which the liability of a director is
expressly provided for by statute; or
(5) an act related to an unlawful stock repurchase or payment of a
dividend.
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If the Texas Miscellaneous Corporation Laws Act or other applicable
law is amended after approval by the shareholders of this Article X to
authorize further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Texas
Miscellaneous Corporation Laws Act or other applicable law, as so amended.
No amendment to or repeal of this Article X shall apply to or have
any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts of omissions of such director
occurring prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
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*4.1 Amended and Restated Articles of Incorporation of Kent
Electronics Corporation. Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on
Form S-3 (Registration No. 333-20265) filed with the
Commission on January 23, 1997.
*4.2 Certificate of Designation, Preferences and Rights of
Series A Preferred Stock. Incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended March 30, 1991.
*4.3 Amended and Restated Bylaws of Kent Electronics
Corporation. Incorporated by reference to Exhibit 3.5 to
the Company's Annual Report on Form 10-K for the Fiscal
Year Ended March 30, 1996.
*4.4 Specimen stock certificate for the Common Stock of Kent
Electronics Corporation. Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on
Form S-2 (Registration No. 33-40066) filed with the
Commission on April 19, 1991.
*4.5 Rights Agreement dated as of May 14, 1990 between
Kent Electronics Corporation and Ameritrust Company
National Association. Incorporated by reference to
Exhibit 4 to the Company's Current Report on Form
8-K dated May 23, 1990.
*4.6 First Amendment to Rights Agreement dated as of May
14, 1990 between Kent Electronics Corporation and
Ameritrust Company National Association.
Incorporated by reference to Exhibit 4.3 to the
Company's Annual Report on Form 10-K for the Fiscal
Year Ended March 28, 1992.
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5.1 Opinion and Consent of Liddell, Sapp, Zivley, Hill &
LaBoon, L.L.P.
23.1 Consent of Grant Thornton, LLP
99.1 Stock Option Plan and Agreement for Executive Vice
President of Sales-Distribution between Kent
Electronics Corporation and Larry D. Olson dated May 8,
1995.
99.2 Stock Option Plan and Agreement for Executive Vice
President of Operations-Distribution between Kent
Electronics Corporation and Mark A. Zerbe dated May 8,1995.
99.3 Stock Option Plan and Agreement for Vice President,
Secretary and Treasurer between Kent Electronics
Corporation and Stephen J. Chapko dated May 8, 1995.
*99.4 1996 Non-Employee Director Stock Option Plan.
Incorporated by reference to Appendix A to the
Company's Proxy Statement dated May 22, 1996, relating
to its annual meeting of shareholders held on June 27,
1996 (the "1996 Proxy Statement").
*99.5 1996 Employee Incentive Plan. Incorporated by
reference to Appendix B to the Company's 1996 Proxy
Statement.
*99.6 Stock Option Plan and Agreement for Vice-President,
Corporate Controller between Kent Electronics
Corporation and David D. Johnson dated May 9, 1996.
Incorporated by reference to Appendix C to the
Company's 1996 Proxy Statement.
99.7 Monahan Agreement dated September 25, 1996, among Kent
Electronics Corporation, Futronix Systems Corp.,
Futronix Acquisition Company, Wire & Cable Specialties
Corporation, Theodore J. Bruno and Paul R. Monahan.
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* Incorporated by reference
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Act");
(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)
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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 this
registration statement or any material change to such information in
this registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8, or Form F-3, and
the information required or to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Act, 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.
(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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act 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.
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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 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 Houston, State of Texas, on this 24th day of
January, 1997.
KENT ELECTRONICS CORPORATION
By: /s/Morrie K. Abramson
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Morrie K. Abramson
Chairman of the Board
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Morrie K. Abramson Chairman of the Board, Chief January 24,
------------------------ Executive Officer and President 1997
Morrie K. Abramson (Principal Executive Officer)
/s/ Stephen J. Chapko Executive Vice President, Treasurer January 24,
------------------------ and Secretary (Principal Financial 1997
Stephen J. Chapko Officer)
/s/ David D. Johnson Vice President, Corporate Controller January 24,
------------------------ (Principal Accounting Officer) 1997
David D. Johnson
/s/ Terrence M. Hunt Director January 24,
------------------------ 1997
Terrence M. Hunt
/s/ Max S. Levit Director January 24,
------------------------ 1997
Max S. Levit
/s/ David Siegel Director January 24,
------------------------ 1997
David Siegel
/s/ Richard C. Webb Director January 24,
------------------------ 1997
Richard C. Webb
/s/ Alvin L. Zimmerman Director January 24,
------------------------ 1997
Alvin L. Zimmerman
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INDEX OF EXHIBITS
Exhibit Document
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*4.1 -- Amended and Restated Articles of Incorporation of Kent
Electronics Corporation. Incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form S-3
(Registration No. 333-20265) filed with the Commission on
January 23, 1997.
*4.2 -- Certificate of Designation, Preferences and Rights of Series A
Preferred Stock. Incorporated by reference to Exhibit 3.3 to
the Company's Annual Report on Form 10-K for the Fiscal Year
Ended March 30, 1991.
*4.3 -- Amended and Restated Bylaws of Kent Electronics Corporation.
Incorporated by reference to Exhibit 3.5 to the Company's
Annual Report on Form 10-K for the Fiscal Year Ended March 30,
1996.
*4.4 -- Specimen stock certificate for the Common Stock of Kent
Electronics Corporation. Incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-2
(Registration No. 33-40066) filed with the Commission on April
19, 1991.
*4.5 -- Rights Agreement dated as of May 14, 1990 between Kent
Electronics Corporation and Ameritrust Company National
Association. Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K dated May 23, 1990.
*4.6 -- First Amendment to Rights Agreement dated as of May 14, 1990
between Kent Electronics Corporation and Ameritrust Company
National Association. Incorporated by reference to Exhibit 4.3
to the Company's Annual Report on Form 10-K for the Fiscal Year
Ended March 28, 1992.
5.1 -- Opinion and Consent of Liddell, Sapp, Zivley, Hill & LaBoon,
L.L.P.
23.1 -- Consent of Grant Thornton LLP
99.1 -- Stock Option Plan and Agreement for Executive Vice President
of Sales-Distribution between Kent Electronics Corporation and
Larry D. Olson dated May 8, 1995.
99.2 -- Stock Option Plan and Agreement for Executive Vice President of
Operations-Distribution between Kent Electronics Corporation
and Mark A. Zerbe dated May 8, 1995.
99.3 -- Stock Option Plan and Agreement for Vice President, Secretary
and Treasurer between Kent Electronics Corporation and Stephen
J. Chapko dated May 8, 1995.
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*99.4 -- 1996 Non-Employee Director Stock Option Plan. Incorporated by
reference to Appendix A to the Company's Proxy Statement dated
May 22, 1996, relating to its annual meeting of shareholders
held on June 27, 1996 (the "1996 Proxy Statement").
*99.5 -- 1996 Employee Incentive Plan. Incorporated by reference to
Appendix B to the Company's 1996 Proxy Statement.
*99.6 -- Stock Option Plan and Agreement for Vice-President, Corporate
Controller between Kent Electronics Corporation and David D.
Johnson dated May 9, 1996. Incorporated by reference to
Appendix C to the Company's 1996 Proxy Statement.
99.7 -- Monahan Agreement dated September 25, 1996, among Kent
Electronics Corporation, Futronix Systems Corp., Futronix
Acquisition Company, Wire & Cable Specialties Corporation,
Theodore J. Bruno and Paul R. Monahan.
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* Incorporated by reference