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As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PIONEER-STANDARD ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Ohio 34-0907152
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 East 131st Street
Cleveland, Ohio 44105
(Address of Principal Executive Offices, including Zip Code)
______________________
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
______________________
Copy to:
John V. Goodger William A. Papenbrock, Esq.
Vice President, Treasurer and Calfee, Halter & Griswold
Assistant Secretary 1400 McDonald Investment Center
4800 East 131st Street Cleveland, Ohio 44114
Cleveland, Ohio 44105 (216) 622-8200
(216) 587-3600
(Name, address and telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee
- ----------------------------------------------------------------------------------------------------
Common Shares, 50,000 $13.00 $650,000 $225.00
without par value shares
- ----------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices as quoted on The Nasdaq Stock Market for June 25,
1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Pioneer-Standard Electronics, Inc.
(the "Company"), previously filed with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1995, other than the
portions of such documents, which by statute, by
designation in such document or otherwise, are not
deemed to be filed with the Commission or are not
required to be incorporated herein by reference; and
2. The Company's Quarterly Report on Form 10-Q for the
fiscal quarters ended June 30, 1995, September 30,
1995 and December 31, 1995;
3. The Company's definitive Proxy Statement used in
connection with its Annual Meeting of Shareholders
held on July 25, 1995, other than the portions of
such documents, which by statute, by designation in
such document or otherwise, are not deemed to be
filed with the Commission or are not required to be
incorporated herein by reference;
4. The Company's Current Report on Form 8-K dated
December 13, 1995; and
5. The Company's Form 8-A dated February 9, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, 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 in the Registration Statement and to be a part hereof from the date
of filing of such documents, other than the portions of such documents which by
statute, by designation in such document or otherwise, are not deemed to be
filed with the Commission or are not required to be incorporated herein by
reference.
Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference in this Registration Statement 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
Section 1701.13 of the Ohio Revised Code sets forth the
conditions and limitations governing the indemnification of officers, Directors
and other persons. Section 1701.13 provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a Director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation in a similar capacity with another
corporation or other entity, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement incurred in connection
therewith if he or she acted in good faith and in a manner that he or she
reasonably believed to be in the best interests of the corporation and, with
respect to a criminal proceeding, had no reasonable cause to believe that his
or her conduct was unlawful. With respect to a suit by or in the right of the
corporation, indemnity may be provided to the foregoing persons under Section
1701.13 on a basis similar to that set forth above, except that no indemnity
may be provided in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless and to the
extent that the Court of Common Pleas or the court in which such action, suit
or proceeding was brought determines that despite the adjudication of liability
but in view of all the circumstances of the case such person is entitled to
indemnity for such expenses as the court deems proper. Moreover, Section
1701.13 provides for mandatory indemnification of a Director, officer, employee
or agent of the corporation to the extent that such person has been successful
in defense of any such action, suit or proceeding and provides that a
corporation shall pay the expenses of an officer or Director in defending an
action, suit or proceeding upon receipt of an undertaking to repay such amounts
if it is ultimately determined that such person is not entitled to be
indemnified. Section 1701.13 establishes provisions for determining whether a
given person is entitled to indemnification, and also provides that the
indemnification provided by or granted under Section 1701.13 is not exclusive
of any rights to indemnity or advancement of expenses to which such person may
be entitled under any by-law, agreement, vote of shareholders or disinterested
Directors or otherwise.
Under certain circumstances provided in Article VIII of the
Registrant's Code of Regulations, as amended, and subject to Section 1701.13 of
the Ohio Revised Code (which sets forth the conditions and limitations
governing the indemnification of officers, Directors and other persons), the
Registrant will indemnify any Director or officer or any former Director or
officer of the Registrant against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him or her by reason of the fact that he or she is or was such
Director or officer in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.
The Registrant has entered into indemnity agreements (the
"Indemnity Agreements") with the current Directors and executive officers of
the Registrant and expects to enter into similar agreements with any Director
or executive officer elected or appointed in the future at the time of their
election or appointment. Pursuant to the Indemnity Agreements, the Registrant
will indemnify a Director or executive officer of the Registrant (the
"Indemnitee") if the Indemnitee is a party to or otherwise involved in any
legal proceeding by reason of the fact that the Indemnitee is or was a Director
or executive officer of the Registrant, or is or was serving at the request of
the Registrant in certain capacities with another entity, against all expenses,
judgments, settlements, fines and penalties, actually and reasonably incurred
by the Indemnitee in connection with the defense or settlement of such
proceeding. Indemnity is only available if the Indemnitee acted in good faith
and in a manner which he or she reasonably believed to be in, or not opposed
to, the best interests of the Registrant. The same coverage is provided
whether or not the suit or proceeding is a derivative action. Derivative
actions may be defined as actions brought by one or more shareholders of a
corporation to enforce a corporate right or to prevent or remedy a wrong to the
corporation in cases where the corporation,
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because it is controlled by the wrongdoers or for other reasons, fails or
refuses to take appropriate action for its own protection. The Indemnity
Agreements mandate advancement of expenses to the Indemnitee if the Indemnitee
provides the Registrant with a written promise to repay the advanced amounts in
the event that it is determined that the conduct of the Indemnitee has not met
the applicable standard of conduct. In addition, the Indemnity Agreements
provide various procedures and presumptions in favor of the Indemnitee's right
to receive indemnification under the Indemnity Agreement.
Under the Registrant's Director and Officer Liability Insurance
Policy, each Director and certain officers of the Registrant are insured
against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Exhibit Index at Page E-1 of this Registration Statement.
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;
(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, represents a fundamental change in the
information set forth in the Registration Statement;
and
(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 (a)(1)(i) and (a)(1)(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 is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 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 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 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
Section 15(d) of the Securities Exchange Act of 1934 that is
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incorporated by reference in this 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 Company pursuant to the foregoing
provisions described under Item 6 above, 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 of 1933 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
against the Company 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 of 1933 and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements, 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 Cleveland, State of Ohio, this 28th day of
June, 1996.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ James L. Bayman
--------------------------------
James L. Bayman, Chief Executive
Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints James L. Bayman, John V. Goodger and
William A. Papenbrock, or any one of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution for him or her
and his or her name, place and stead, in any and all capacities, to sign any or
all amendments or post-effective amendments 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 such
attorneys-in-fact and agents, or any one of them, 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 and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any one of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
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 on June 28, 1996.
Signature Title
- --------- -----
/s/ James L. Bayman Chief Executive Officer, President
- ----------------------------------- and Director (Principal Executive
James L. Bayman Officer)
/s/ John V. Goodger Vice President, Treasurer and
- ----------------------------------- Assistant Secretary (Principal
John V. Goodger Financial and Accounting Officer)
/s/ Preston B. Heller, Jr. Director
- -----------------------------------
Preston B. Heller, Jr.
/s/ Frederick A. Downey Director
- -----------------------------------
Frederick A. Downey
/s/ Victor Gelb Director
- -----------------------------------
Victor Gelb
/s/ Gordon E. Heffern Director
- -----------------------------------
Gordon E. Heffern
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/s/ Arthur Rhein Director
- -----------------------------------
Arthur Rhein
/s/ Edwin Z. Singer Director
- -----------------------------------
Edwin Z. Singer
/s/ Thomas C. Sullivan Director
- -----------------------------------
Thomas C. Sullivan
/s/ Karl E. Ware Director
- -----------------------------------
Karl E. Ware
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EXHIBIT 5.1
June 28, 1996
Pioneer-Standard Electronics, Inc.
4800 East 131st Street
Cleveland, Ohio 44105
We are familiar with the proceedings taken and proposed to be taken by
Pioneer-Standard Electronics, Inc., an Ohio corporation (the "Company"), with
respect to 50,000 Common Shares, without par value (the "Shares"), of the
Company to be offered and sold from time to time pursuant to the Company's 1995
Stock Option Plan for Outside Directors (the "Plan"). As counsel for the
Company, we have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Shares
under the Securities Act of 1933, as amended.
In this connection, we have examined the Articles of Incorporation and
the Code of Regulations of the Company, both as amended, records of proceedings
of the Board of Directors and shareholders of the Company, and such other
records and documents as we have deemed necessary or advisable to render the
opinion contained herein. Based upon our examination and inquiries, we are of
the opinion that the Shares, when offered and sold upon the exercise of the
options pursuant to the terms and conditions of the Plan, will be duly
authorized and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement described above.
Very truly yours,
CALFEE, HALTER & GRISWOLD
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement and
related prospectus pertaining to the 1995 Stock Option Plan for Outside
Directors of Pioneer-Standard Electronics, Inc. of our reports dated May 5,
1995, with respect to the consolidated financial statements and schedule of
Pioneer-Standard Electronics, Inc. incorporated by reference and included in
the Annual Report (Form 10-K) for the year ended March 31, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
June 27, 1996
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EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Calfee, Halter & Griswold is contained in their opinion
filed as Exhibit 5.1 to this Registration Statement.
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EXHIBIT 24.1
PIONEER-STANDARD ELECTRONICS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, Pioneer-Standard Electronics, Inc.
hereby constitutes and appoints James L. Bayman, John V. Goodger and William A.
Papenbrock, or any one or more of them, his attorneys-in-fact and agents, each
with full power of substitution and resubstitution for it in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting onto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio on June 28, 1996.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ John V. Goodger
-------------------------------
John V. Goodger,
Vice President, Treasurer and
Assistant Secretary
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EXHIBIT 24.1
(Continued)
PIONEER-STANDARD ELECTRONICS, INC.
CERTIFIED RESOLUTION
I, WILLIAM A. PAPENBROCK, Secretary of Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), do hereby certify that the following
is a true copy of a resolution adopted by the Board of Directors on July 25,
1995, and that the same has not been changed and remains in full force and
effect.
RESOLVED, that James L. Bayman, John V. Goodger and William A.
Papenbrock, be, and each of them hereby is, appointed as the attorney of
Pioneer-Standard Electronics, Inc., with full power of substitution and
resubstitution for and in the name, place and stead of the Company to sign,
attest and file a Registration Statement on Form S-8, or any other appropriate
form that may be used from time to time, with respect to the issue and sale of
its Common Shares, and any and all amendments, post-effective amendments and
exhibits to such Registration Statement and any and all applications or other
documents to be filed with the Securities and Exchange Commission or automated
quotation system of a registered securities association, including The Nasdaq
Stock Market pertaining to the quotation thereon of the Common Shares covered
by such Registration Statement or pertaining to such registration and any and
all applications or other documents to be filed with any governmental or
private agency or official relative to the registration of said Common Shares,
with full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorneys or any such substitute or substitutes
and, without implied limitation, including in the above the authority to do the
foregoing things on behalf of the Company in the name of the person so acting
or on behalf and in the name of any duly authorized officer of the Company; and
the Chief Executive Officer and President of the Company be, and hereby is
authorized and directed for and on behalf of the Company to execute a Power of
Attorney evidencing the foregoing appointment.
/s/ William A. Papenbrock
--------------------------------
William A. Papenbrock, Secretary
Dated: June 28, 1996
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PIONEER-STANDARD ELECTRONICS, INC.
EXHIBIT INDEX
Exhibit Sequential
Number Description Page
- ------- ----------- ---------
4.1 Amended Articles of Incorporation of the Company,
which is incorporated herein by reference from the
Company's Form 10-K for the year ended March 31, 1982. N/A
4.2 Amended Code of Regulations of the Company, which is
incorporated herein by reference from the Company's
Annual Report on Form 10-K for the year ended
March 31, 1988. N/A
4.3 Rights Agreement dated as of April 25, 1989 by and
between the Company and AmeriTrust Company National
Association, which is incorporated herein by reference
from the Company's Annual Report on Form 10-K for the year
ended March 31, 1989 N/A
5.1 Opinion of Calfee, Halter & Griswold regarding the
validity of the securities being registered (see
Page II-7 of this Registration Statement).
23.1 Consent of Ernst & Young LLP (see Page II-8 of this
Registration Statement).
23.2 Consent of Calfee, Halter & Griswold (see Page II-9
of this Registration Statement).
24.1 Power of Attorney and related Certified Resolution
(see Pages II-10 and II-11 of this Registration
Statement).
99.1 1995 Stock Option Plan for Outside Directors, as amended.
99.2 Form of Stock Option Agreement for Outside Directors.
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