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As filed with the Securities and Exchange Commission on October 10, 2000
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOFTWARE SPECTRUM, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1878002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2140 MERRITT DRIVE 75041
GARLAND, TEXAS (Zip Code)
(Address of Executive Offices)
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SOFTWARE SPECTRUM, INC. 1998 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
ROBERT D. GRAHAM
VICE PRESIDENT AND GENERAL COUNSEL
SOFTWARE SPECTRUM, INC.
2140 MERRITT DRIVE
GARLAND, TEXAS 75041
(972) 840-6600
(Name, address and telephone number, including area code, of agent for service)
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WITH COPIES TO:
LINDA A. WILKINS, ESQ.
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201-6776
CALCULATION OF REGISTRATION FEE
===============================================================================================================
TITLE PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE
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Common Stock,
$.01 Par Value 200,000 shares $7.25 $1,450,000.00 $382.80
===============================================================================================================
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee. Based on
the average of the high and low prices reported on the Nasdaq National Market on
October 6, 2000. In addition, pursuant to Rule 416 under the Securities Act of
1933, as amended, this Registration Statement also covers shares of Common Stock
of the Company issuable to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
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EXPLANATORY NOTE
This Registration Statement is being filed to register additional
shares of Common Stock in connection with the Software Spectrum, Inc. 1998 Long
Term Incentive Plan as amended. Pursuant to General Instruction E of Form S-8,
the contents of Registration Statement No. 333-82095 relating to the Plan
described herein are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Software Spectrum,
Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 into this Registration Statement and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
(1) The Company's Form 10-K Annual Report filed July 31, 2000 with
respect to the fiscal year ended April 30, 2000 pursuant to
Section 13(a) of the Exchange Act;
(2) The Company's Form 10-Q Quarterly Report filed September 14,
2000 with respect to the fiscal quarter ended July 31, 2000
pursuant to Section 13(a) of the Exchange Act;
(3) All other reports filed with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the report
described in (1) above; and
(4) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on June 18, 1991 pursuant
to Section 12 of the Exchange Act, and all amendments thereto
and reports that have been filed for the purpose of updating
such description.
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ITEM 8. EXHIBITS.
5.1* Opinion of Locke Liddell & Sapp LLP.
23.1* Consent of Grant Thornton LLP.
23.2* Consent of Locke Liddell & Sapp LLP (included in opinion filed
as Exhibit 5.1).
99.1 Software Spectrum, Inc. 1998 Long Term Incentive Plan
(incorporated by reference to Exhibit 10.17 to the Company's
Form 10-Q Quarterly Report, filed December 14, 1998, with
respect to the fiscal quarter ended October 31, 1998).
99.2 Amendment No. 1 to Software Spectrum, Inc. 1998 Long Term
Incentive Plan (incorporated by reference to Exhibit 10.17(b)
to the Company's Form 10-K Annual Report, filed July 31, 2000,
with respect to the fiscal year ended April 30, 2000).
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* Filed herewith
ITEM 9. UNDERTAKINGS.
The Company 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;
(ii) 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 end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
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(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 (1)(i) and (1)(ii) above 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 Securities and
Exchange Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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 this 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the
Company 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 Company 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 Securities 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 Garland, State of Texas, on this 10th day of
October, 2000.
SOFTWARE SPECTRUM, INC.
By: /s/ ROBERT D. GRAHAM
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Robert D. Graham
Vice President of Strategic Relationships
and General Counsel
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.
SIGNATURES TITLE DATE
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* Chairman of the Board and Chief October 10, 2000
- --------------------------- Executive Officer (Principal
Judy C. Odom Executive Officer)
* President and Chief Operating October 10, 2000
- --------------------------- Officer and Director
Keith R. Coogan
October 10, 2000
* Vice President and Chief
- --------------------------- Financial Officer (Principal
James W. Brown Financial Officer and Principal
Accounting Officer)
* Director October 10, 2000
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Mellon C. Baird
* Director October 10, 2000
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Brian N. Dickie
* Director October 10, 2000
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Frank Tindle
* The undersigned has executed this Registration Statement on behalf of each of
the persons named above pursuant to the Power of Attorney filed with the
Securities and Exchange Commission.
*By: /s/ ROBERT D. GRAHAM
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Robert D. Graham
Attorney-in-fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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5.1* Opinion of Locke Liddell & Sapp LLP.
23.1* Consent of Grant Thornton LLP.
23.2* Consent of Locke Liddell & Sapp LLP (included in opinion filed as Exhibit 5.1).
24.1* Power of Attorney (included on the signature page of this Registration Statement).
99.1 Software Spectrum, Inc. 1998 Long Term Incentive Plan (incorporated by reference to
Exhibit 10.17 to the Company's Form 10-Q Quarterly Report, filed December 14, 1998,
with respect to the fiscal quarter ended October 31, 1998).
99.2 Amendment No. 1 to Software Spectrum, Inc. 1998 Long Term Incentive Plan (incorporated
by reference to Exhibit 10.17(b) to the Company's Form 10-K Annual Report, filed July
31, 2000, with respect to the fiscal year ended April 30, 2000).
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* Filed herewith