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As filed with the Securities and Exchange Commission on May 8, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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
incorporation or organization) Identification No.)
4800 EAST 131ST STREET, CLEVELAND, OHIO 44105, TEL. (216) 587-3600
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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JAMES L. BAYMAN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
4800 EAST 131ST STREET
CLEVELAND, OHIO 44105
(216) 587-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
William A. Papenbrock
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
(216) 622-8200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of the Registration Statement and
after compliance with applicable state and federal laws.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the statement
number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER MAXIMUM AGGREGATE REGISTRATION FEE
SHARE (1) OFFERING PRICE (1) (1)
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Common Shares, Without Par Value (2) 220,000 $12.25 $2,695,000 $816.67
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<FN>
(1) Based upon the average of the high and low sales prices of the Common
Shares as reported on the Nasdaq National Market on May 1, 1997;
estimated solely for purposes of determining the amount of the
registration fee pursuant to Rule 457(c).
(2) Includes Rights to purchase Common Shares under the Company's
Shareholders Rights Plan.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
ISSUED ______________, 1997 (SUBJECT TO COMPLETION)
220,000 COMMON SHARES
WITHOUT PAR VALUE
PIONEER-STANDARD ELECTRONICS, INC.
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This Prospectus relates to up to 220,000 Common Shares, without par
value (the "Common Shares"), of Pioneer-Standard Electronics, Inc., an Ohio
corporation (the "Company"), and the Rights attached thereto (the "Rights"). All
of the Common Shares offered hereby are to be sold from time to time by the
Wachovia Bank of North Carolina, N.A., as trustee (the Trustee") of The Pioneer
Stock Benefit Trust (the "Trust"), or through an agent of the Trustee. The Trust
was established pursuant to the Pioneer-Standard Electronics, Inc. Share
Subscription Agreement and Trust, dated as of July 2, 1996, between the Company
and the Trustee (the "Agreement). See "Use of Proceeds and Plan of Distribution"
and "The Selling Shareholder." The Common Shares are traded on the Nasdaq
National Market ("Nasdaq") under the symbol "PIOS."
The Common Shares offered hereby may be sold from time to time in one
or more of certain types of transactions. See "Use of Proceeds and Plan of
Distribution."
The aggregate proceeds to the Trust from the sale of the Common Shares
will be the selling price of the Common Shares. None of the proceeds from the
sale of the Common Shares offered hereby will be used other than to pay for
benefits under certain employee benefit plans and compensation arrangements of
the Company listed herein (the "Benefit Plans"), which will result in a credit
toward the subscription price for the Common Shares subscribed for by the
Trustee under the Trust. See "Share Subscription Agreement and Trust." The
Company will pay substantially all of the expenses of this offering, including
commissions and discounts of agents, dealers or underwriters. Such expenses,
excluding commissions and discounts, are estimated to be approximately $35,000.
The Company has agreed to indemnify the Trustee against certain
liabilities that may arise in connection with its performance of duties pursuant
to the Trust. See "Use of Proceeds and Plan of Distribution."
The Trustee, the Trust and any agents, dealers or underwriters that
participate in the distribution of the Common Shares offered hereby may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by them and any
profit on the resale of the Common Shares purchased by them may be deemed
underwriting commissions or discounts under the Securities Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The Trustee may sell the Common Shares to or through underwriters, through
dealers or agents or directly to purchasers. See "Use of Proceeds and Plan of
Distribution." The Prospectus Supplement, or supplemental term sheet or other
offering document, shall set forth the names of any underwriters, dealers or
agents involved in the sale of the Common Shares in respect to which this
Prospectus is being delivered, and any applicable fee, commission or discount
arrangements with them.
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The date of this Prospectus is ________________, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10007. Copies of such material can also be obtained
from the Commission at prescribed rates through its Public Reference Section at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Web site at http://www.sec.gov. which contains reports, proxy statements and
other information regarding registrants that file electronically with the
Commission. The Company's Common Shares are traded on the Nasdaq National Market
and reports, proxy statements and other information concerning the Company may
be inspected at the office of the Nasdaq National Market at 1735 K Street, N.W.,
Washington, D.C. 20006.
This Prospectus constitutes a part of the Registration Statement on
Form S-3 filed by the Company with the Commission under the Securities Act. This
Prospectus omits certain of the information contained in the Registration
Statement in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement and to the
schedule and exhibits filed therewith. Statements contained in this Prospectus
as to the contents of certain documents are not necessarily complete, and, with
respect to each such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission, reference is made to the copy of the
document so filed. Each statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission pursuant to
the Exchange Act and are incorporated by reference into this Prospectus and made
a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended March 31,
1996;
2. Quarterly Reports on Form 10-Q for the quarters ended June 30,
1996, September 30, 1996 and December 31, 1996; and
3. Current Report on Form 8-K filed with the Commission on March
11, 1997.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of the Common Shares hereby, shall be deemed to be incorporated herein
by reference.
Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the Registration Statement of which it is a
part to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus or such Registration
Statement.
The Company will provide without charge to each person to whom a copy
of this Prospectus or any Prospectus Supplement is delivered, upon the written
or oral request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated herein or therein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
documents should be directed to the Vice President, Treasurer and Assistant
Secretary, 4800 East 131st Street, Cleveland, Ohio 44105. Telephone requests for
such copies should be directed to the Vice President, Treasurer and Assistant
Secretary at (216) 587-3600.
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THE SELLING SHAREHOLDER
Up to 220,000 Common Shares may be sold hereunder by the Trustee, as
the selling shareholder, in order to satisfy the Company's obligations to
contribute cash to any of the Benefit Plans.
Pursuant to the Agreement, the Trustee subscribed for 5,000,000 Common
Shares, which will be paid for over the 15 year term of the Trust. Under Ohio
law, the 5,000,000 subscribed for Common Shares as deemed to be issued and
outstanding for voting and dividend purposes (representing approximately 16.1%
of issued and outstanding Common Shares).
THE COMPANY
The Company is engaged in the distribution of industrial and end-user
electronic components and computer products. The Company distributes its
products principally in the United States and Canada. The Company was organized
as an Ohio corporation in 1963, and its Common Shares are traded on the Nasdaq
National Market under the symbol "PIOS." The Company's executive offices are
located at 4800 East 131st Street, Cleveland, Ohio 44105 and its telephone
number is (216) 587-3600.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 80,000,000
Common Shares, without par value. The following summary description of the
capital stock of the Company does not purport to be complete and is qualified in
its entirety by reference to the Company's Articles of Incorporation.
COMMON SHARES
The holders of Common Shares are entitled to receive dividends when, as
and if declared from time to time by the Board of Directors out of funds legally
available therefor. The Common Shares have no preemptive rights or conversion
rights and are not subject to further calls or assessments by the Trustee. There
are no redemption or sinking fund provisions applicable to the Common Shares.
Except for the Common Shares being sold by the Trustee in this offering, all
currently outstanding Common Shares are duly authorized, validly issued, fully
paid and nonassessable. The Common Shares being sold by the Trustee in this
offering have been duly authorized and are validly issued and when paid for as
provided by the Trust, will be fully paid and nonassessable. The holder of each
Common Share, including the Trustee, is entitled to one vote on all matters
submitted to shareholders generally, except shareholders have the right to
cumulate their votes for the election of Directors as permitted by Ohio law. The
Articles can be amended by the affirmative vote of the holders of shares
representing at least two-thirds of the voting power of the Company.
OTHER MATTERS
Board of Directors. The Company's Code of Regulations, as amended (the
"Code"), provides that the Board of Directors shall be divided into three
classes of three, four and three members. The Directors of the class elected at
each Annual Meeting of Shareholders hold office for a term of three years.
Additionally, the Code requires that any proposal to increase or decrease the
number of Directors be approved by the vote of the holders of a majority of
shares entitled to vote on the proposal; provided, however, that the number of
Directors of any class shall consist of not less than three Directors. Moreover,
the Code provides that Directors may be removed from office by the vote of the
holders of two-thirds of the voting power entitled to elect Directors in place
of those removed; provided, however, that unless all the Directors of a
particular class are removed, no individual Director may be removed without
cause if a sufficient number of shares are cast against such removal, such
number being that which, if cumulatively voted at an election for all the
Directors, or all the Directors of a particular class, as the case may be, would
be sufficient to elect at least one Director. The purpose of these provisions is
to prevent Directors from being removed from office prior to the expiration of
their respective terms, thus protecting the safeguards inherent in the
classified Board structure unless dissatisfaction with the performance of one or
more
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Directors is widely shared by the Company's shareholders. These provisions
could also have the effect of increasing the amount of time required for an
acquiror to obtain control of the Company by electing a majority of the Board of
Directors and may also make the removal of incumbent management more difficult
and discourage or render more difficult certain mergers, tender offers, proxy
contests, or other potential takeover proposals. To the extent that these
provisions have the effect of giving management more bargaining power in
negotiations with a potential acquiror, they could result in management using
the bargaining power not only to try to negotiate a favorable price for an
acquisition, but also to negotiate favorable terms for management.
Business Combinations. Under the Articles, the affirmative vote of
holders of not less than 80% of the outstanding shares of the Company entitled
to elect Directors is required for the approval or authorization of any Business
Combination (as hereinafter defined) involving the Company and an Interested
Party (as hereinafter defined). This provision does not apply to Business
Combinations with Interested Parties which have been approved by a majority of
Continuing Directors (as hereinafter defined) or which satisfy certain
provisions of the Articles relating to the consideration to be paid to the
holders of Common Shares by the Interested Party. For purposes of the Articles,
the term "Business Combination" means (i) any merger or consolidation involving
both the Company and the Interested Party, or a subsidiary of either of them,
(ii) any sale, lease, transfer or other disposition of assets of the Interested
Party, (iii) adoption of a plan of liquidation or dissolution, (iv) issuance or
transfer by the Company or a subsidiary to an Interested Party of any securities
with a market value of $2 million or more, or (v) any recapitalization,
reclassification or other transaction which would have the effect of increasing
the Interested Party's voting power in the Company. The term "Interested Party"
means (i) any individual, corporation, partnership or other person or entity
which, together with its affiliates or associates, is a beneficial owner of 10%
or more of the aggregate voting power of any class of capital stock of the
Company entitled to vote generally in the election of directors, and (ii) any
affiliate or associate of such individual, corporation, partnership or other
person or entity. The term "Continuing Director" means any Director who is not
an affiliate of an Interested Party and who was a member of the Board of
Directors of the Company immediately prior to the time that the Interested Party
involved in a Business Combination became an Interested Party, and any successor
to a Continuing Director who is not such an affiliate and who is nominated to
succeed a Continuing Director by a majority of the Continuing Directors in
office at the time of such nomination.
Certain Provisions of Ohio Law. As an Ohio corporation, the Company is
subject to certain provisions of Ohio law which may discourage or render more
difficult an unsolicited takeover of the Company. Among these are provisions
that (i) prohibit certain mergers, sales of assets, issuances or purchases of
securities, liquidation or dissolution, or reclassification of the then
outstanding shares of an Ohio corporation involving certain holders of stock
representing 10% or more of the voting power (other than present shareholders),
unless such transactions are either approved by the Directors in office prior to
the 10% shareholder becoming such or involve a 10% shareholder which has been
such for at least three years and certain requirements related to price and form
of consideration to be received by shareholders are met; and (ii) provide Ohio
corporations with the right to recover profits realized under certain
circumstances by persons engaged in "greenmailing" or who otherwise sell
securities of a corporation within 18 months of proposing to acquire such
corporation.
In addition, pursuant to Section 1701.831 of the Ohio Revised Code, the
purchase of certain levels of voting power of the Company (one-fifth or more but
less than one-third; one-third or more but less than a majority; or a majority
or more) can be made only with the prior authorization of the holders of shares
representing at least a majority of the total voting power of the Company and
the separate prior authorization of the holders of shares representing at least
a majority of the total voting power held by shareholders other than the
proposed purchaser, officers of the Company, and Directors of the Company who
are also employees.
Rights Plan. On April 25, 1989, the Board of Directors of the Company
adopted a Shareholder Rights Plan pursuant to a Rights Agreement (the "Rights
Agreement"), which is an exhibit to the Registration Statement of which this
Prospectus is a part, entered into by and between the Company and a Cleveland,
Ohio bank and declared a dividend distribution of one Right (as defined in the
Rights Agreement) for each outstanding Common Share, which was paid to
shareholders on May 10, 1989. The Rights are also issuable to all holders of
Common Shares issued after May 10, 1989. The Rights are not exercisable until
the earlier to occur of (i) ten days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired
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beneficial ownership of 20% or more of the outstanding Common Shares of the
Company or (ii) ten business days following the commencement of, or announcement
of an intention to make a tender offer or exchange offer for 20% or more of the
outstanding Common Shares of the Company (the earlier of such dates being called
the "Distribution Date"). Once exercisable, each Right entitles the registered
holder to purchase from the Company one Common Share at the then-current
exercise price per Common Share, which currently is $11.85.
In the event that the Company is acquired in a merger or other business
combination transaction, or 50% or more of its consolidated assets or earning
power are sold, proper provision shall be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of Common Shares of the
acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right. In the event that (i) any
person becomes an Acquiring Person (unless such person first acquires 20% or
more of the outstanding Common Shares by a purchase pursuant to a tender offer
for all of the Common Shares for cash, which purchase increases such person's
beneficial ownership to 80% or more of the outstanding Common Shares) or (ii)
during such time as there is an Acquiring Person, there shall be a
reclassification of securities or a recapitalization or reorganization of the
Company or other transaction or series of transactions involving the Company
which has the effect of increasing by more than 1% the proportionate share of
the outstanding shares of any class of equity securities of the Company or any
of its subsidiaries beneficially owned by the Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of 20% or more of the outstanding Common Shares, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of one cent per Right (the "Redemption Price"). In addition, if a bidder
who does not beneficially own more than 1% of the Common Shares (and who has not
within the past year owned in excess of 1% of the Common Shares and, at a time
he held such greater than 1% stake, disclosed, or caused the disclosure of, an
intention which relates to or would result in the acquisition or influence of
control of the Company) proposes to acquire all of the Common Shares (and all
other shares of capital stock of the Company entitled to vote with the Common
Shares in the election of directors or on mergers, consolidations, sales of all
or substantially all of the Company's assets, liquidations, dissolutions or
windings up) for cash at a price which a nationally recognized investment banker
selected by such bidder states in writing is fair, and such bidder has obtained
written financing commitments (or otherwise has financing) and complies with
certain procedural requirements, then the Company, upon the request of the
bidder, will hold a special shareholders meeting to vote on a resolution
requesting the Board of Directors to accept the bidder's proposal. If a majority
of the outstanding shares entitled to vote on the proposal vote in favor of such
resolution, then for a period of 60 days after such meeting the Rights will be
automatically redeemed at the Redemption Price immediately prior to the
consummation of any tender offer for all of such shares at a price per share in
cash equal to or greater than the price offered by such bidder; provided,
however, that no redemption will be permitted or required after the acquisition
by any person or group of affiliated or associated persons of beneficial
ownership of 20% or more of the outstanding Common Shares. The Rights, which
have no voting power, will expire on May 10, 1999 unless earlier redeemed by the
Company as described above.
Director and Officer Indemnification. The Company's Code contains
provisions indemnifying Directors and officers of the Company to the fullest
extent permitted by law and providing for the advancement of expenses incurred
in connection with an action upon the receipt of an appropriate undertaking to
repay said amount if it is determined that the individual in question is not
entitled to indemnification. The Company has also entered into indemnity
agreements pursuant to which it has agreed, among other things, to indemnify its
Directors for settlements in derivative actions. The Company also has purchased
a Director and Officer liability insurance policy (the "D & O Insurance").
General. It is possible that the division of the Board of Directors of
the Company into classes provided for in the Code and the other provisions of
the Code discussed above, the heightened shareholder voting requirements
applicable to certain proposed business combination transactions, the provisions
of Ohio law, the Rights Plan, and the change of control provisions contained in
the indenture dated as of August 1, 1996 between the Company and
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Star Bank, N.A. (the "Indenture") may discourage other persons from making a
tender offer for or acquisitions of substantial amounts of the Company's Common
Shares. The Indenture was entered into in connection with the Company's issuance
of $150,000,000 aggregate principal amount of 8 1/2% Senior Notes due 2006 (the
"Notes"). Upon a Change of Control (as defined in the Indenture), each holder of
the Notes may request that the Company purchase the Notes at a purchase price
equal to 100% of the principal amount of the Notes plus accrued and unpaid
interest, if any, to the date of purchase. This could have an incidental effect
of inhibiting changes in management and may also prevent temporary fluctuations
in the market price of the Company's Common Shares which often result from
actual or rumored takeover attempts. In addition, the indemnification provisions
of the Code, certain indemnity agreements between Directors and officers of the
Company and the D & O Insurance may have the effect of reducing the likelihood
of derivative litigation against Directors and deterring shareholders from
bringing a lawsuit against Directors for breach of their duty of care, even
though such an action, if successful, might otherwise have benefited the Company
and the shareholders.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Shares is KeyCorp Shareholder Services, Inc., Cleveland, Ohio. As of May
19, 1997, the Transfer Agent and Registrar for the Common Shares will be
National City Bank, Cleveland, Ohio.
SHARE SUBSCRIPTION AGREEMENT AND TRUST
On July 2, 1996, the Company entered into the Agreement with the
Trustee, pursuant to which the Trustee subscribed for 5,000,000 Common Shares of
the Company. It is contemplated at present that such Common Shares will be sold
from time to time by the Trustee to generate cash for contribution to the
Benefit Plans.
The subscribed for Common Shares will be paid for over the 15 year term
of the Trust pursuant to the terms of the Agreement. Under Ohio law, the Common
Shares subscribed for under the Agreement are deemed to be issued and
outstanding for voting and dividend purposes, but will not be fully paid and
nonassessable until such Common Shares are sold and payment for such Common
Shares is received and applied as provided in the Agreement.
The Trust will terminate on March 31, 2011 or any earlier date on which
the subscription is paid in full and all Common Shares have been allocated from
the Trust (the "Termination Date"). The Board of Directors may terminate the
Trust at any time in its sole discretion prior to the Termination Date (whether
or not a transaction that if consummated would constitute a Change of Control
(as defined below) is then pending) or at such time as there are no Common
Shares subject to an outstanding subscription agreement. In the event of such a
termination, any Common Shares held by the Trustee will be allocated to the
Benefit Plans. The Trust will also terminate automatically upon the Company
giving the Trustee notice of a Change of Control. In the event of a termination
upon a Change of Control, the Trustee will use the proceeds from the sale of the
subscribed for Common Shares to pay the subscription prices and any excess funds
will be allocated to the Benefit Plans.
"Change of Control" means (i) a complete dissolution or liquidation of
the Company, (ii) a sale or other disposition of all or substantially all of the
Company's assets, or (iii) a reorganization, merger, or consolidation ("Business
Combination") unless either (A) all or substantially all of the shareholders of
the Company immediately prior to the Business Combination own more than 50% of
the voting securities of the entity surviving the Business Combination, or the
entity which directly or indirectly controls such surviving entity, in
substantially the same proportion as they owned the voting securities of the
Company immediately prior thereto, or (B) the consideration (other than cash
paid in lieu of fractional shares or payment upon perfection of appraisal
rights) issued to shareholders of the Company in the Business Combination is
solely common shares which are publicly traded on an established securities
exchange in the United States.
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USE OF PROCEEDS AND PLAN OF DISTRIBUTION
Under the terms of the Agreement, the Company is required to deliver to
the Trustee a certain annual minimum number of Common Shares. The Common Shares
offered hereby represent the minimum number of shares required by the Agreement
to be delivered to the Trust by the Company during the first two years of the
term of the Trust. Under certain circumstances, the Company may suspend the sale
of Common Shares (any period during which the sale of Common Shares is
suspended, a "Blackout Period").
This Prospectus relates to the Common Shares that from time to time
will be sold in the market by the Trustee over the next 15 years in order to
satisfy the needs of the Benefit Plans for cash (e.g., to fund the reimbursement
of employer medical and dental expenses, employee salaries, bonuses and
commissions, etc.). The number of Common Shares that the Trustee will sell and
the frequency of such sales will depend upon various factors, including the
number of participants in each Benefit Plan, decisions made by participants in
the Benefit Plans, the market price of the Common Shares, the duration of any
Blackout Period, and the Company's pay cycles.
The Company will pay the expenses incident to the registration,
offering and sale of the Common Shares to the public, including commissions and
discounts of agents, dealers or underwriters. To the extent lawfully allowable,
the Company has agreed to indemnify and hold harmless the Trustee from and
against any claims, demands, actions, administrative or other proceedings,
causes of action, liability, loss, cost, damage or expense (including reasonable
attorneys' fees), which may be asserted against the Trustee, in any way arising
out of or incurred as a result of its action or failure to act in connection
with the operation and administration of the Trust; provided that such
indemnification will not apply to the extent that the Trustee has acted in
willful or negligent violation of applicable law or its duties under the Trust
or in bad faith.
The Common Shares offered hereby may be sold from time to time in one
or more of the following transactions: (a) to underwriters who will acquire the
shares for their own account and resell them in one or more transactions,
including negotiated transactions, at a fixed price or at varying prices
determined at the time of sale; any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time; (b) through brokers or dealers, acting as principal or agent,
in transactions (which may involve block transactions) on the Nasdaq National
Market, in special offerings, exchange distributions pursuant to the rules of
the applicable exchanges, or otherwise, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices; (c) directly or through brokers or agents in private
sales at negotiated prices; or (d) by pledgees, donees, transferees or other
successors in interest. Underwriters participating in any offering may receive
underwriting discounts and commissions and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating in
such transactions may receive brokerage or agent's commissions or fees.
BENEFIT PLANS
The proceeds from the sale of Common Shares held by the Trust may be
used to satisfy the Company's obligations to contribute cash to any of the
following Benefit Plans:
Group Insurance Plan (Life)
Medical Plan
Dental Care Plan
Long Term Disability Plan
Vision Plan
Pioneer-Standard Electronics, Inc. Employees' Profit Sharing Retirement Plan
Pioneer Technologies Group, Inc. Profit Sharing Plan
Employee Bonuses and Commissions
Employee Compensation
7
10
The Company may, from time to time, add, substitute or delete the
Benefit Plans to which it issues shares or distributes cash. If required, such
addition, substitution or deletion of Benefit Plans will be reflected in an
accompanying Prospectus Supplement, supplemental term sheet or offering
document.
VALIDITY OF SHARES
The validity of the Common Shares offered hereby will be passed upon by
Calfee, Halter & Griswold LLP, 1400 McDonald Investment Center, 800 Superior
Avenue, Cleveland, Ohio 44114. William A. Papenbrock, Esq., a partner of Calfee,
Halter & Griswold LLP, is the Secretary of the Company and as of May 1, 1997,
beneficially owned 3,687 Common Shares of the Company.
EXPERTS
The consolidated financial statements and schedule of the Company
incorporated by reference and included in the Company's Annual Report (Form
10-K) for the year ended March 31, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon incorporated by
reference and included therein and incorporated herein by reference. Such
consolidated financial statements and schedule have been incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
8
11
===============================================================================
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus, in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or any underwriters, agents or dealers. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information herein is
correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation.
________________
TABLE OF CONTENTS Page
----
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE 2
THE SELLING SHAREHOLDER 3
THE COMPANY 3
DESCRIPTION OF CAPITAL STOCK 3
SHARE SUBSCRIPTION AGREEMENT
AND TRUST 6
USE OF PROCEEDS AND PLAN OF
DISTRIBUTION 7
BENEFIT PLANS 7
VALIDITY OF SHARES 8
EXPERTS 8
======================================
PIONEER-STANDARD
ELECTRONICS, INC.
220,000
COMMON SHARES
WITHOUT PAR VALUE
-------------------
P R O S P E C T U S
-------------------
, 1997
======================================
================================================================================
12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission filing fee......................$817
Nasdaq National Market filing fee................................$4,400
Legal fees and expenses........................................*$10,000
Accounting fees and expenses...................................*$15,000
Miscellaneous expenses..........................................*$9,783
Total.................................................*$40,000
=======
- -------------------
* Estimate
ITEM 15. 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 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.
II-1
13
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,
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 16. EXHIBITS.
See Exhibit Index at page E-1 of this Registration Statement.
ITEM 17. UNDERTAKINGS.
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, unless the information
required to be included in such post-effective amendment is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 and incorporated herein by reference;
(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, unless the information required to be included in
such post-effective amendment is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and incorporated
herein by reference; or
(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.
(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.
II-2
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(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) For purposes of determining any liability under the
Securities Act of 1933, each filing of Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and
Exchange Act of 1934) that is incorporated by reference in the
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 of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 15 above, 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
Securities Act and is, therefore, unenforceable. In the event 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 against the Registrant 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
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
II-3
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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-3 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, on May 8, 1997.
PIONEER-STANDARD ELECTRONICS, INC.
By /s/ James L. Bayman
----------------------------
James L. Bayman
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 8, 1997, by the following
persons in the capacities indicated:
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James L. Bayman, Arthur Rhein,
John V. Goodger, William A. Papenbrock and Edward W. Moore, and each of them,
such individual's true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for such individual and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each 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 to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE
---------- -----
/s/ James L. Bayman Chairman of the Board and
- -------------------------------- Chief Executive Officer
James L. Bayman (Principal Executive Officer)
/s/ John V. Goodger Vice President, Treasurer and
- --------------------------------- Goodger (Principal Financial and
John V. Goodger 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
II-4
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/s/ Gordon E. Heffern Director
- ---------------------------------
Gordon E. Heffern
/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
II-5
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PIONEER-STANDARD ELECTRONICS, INC.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Credit Agreement dated as of August 12, 1996 by and among
Pioneer-Standard Electronics, Inc., the Banks identified on
the signature pages thereto and National City Bank, as Agent,
which is incorporated by reference from the Form 10-Q for the
quarter ended June 30, 1996
4.2 Rights Agreement dated as of April 25, 1989 by and between
the Company and AmeriTrust Company National Association
4.3 Note Purchase Agreement dated as of October 31, 1990 by and
between the Company and Teachers Insurance and Annuity
Association of America
4.4 Amendment No. 1 to Note Purchase Agreement dated as of
November 1, 1991 by and between the Company and Teachers
Insurance and Annuity Association of America, which is
incorporated by reference from the Company's Annual Report on
Form 10-K for the year ended March 31, 1993
4.5 Amendment No. 2 to Note Purchase Agreement dated as of
November 30, 1995 by and between the Company and Teachers
Insurance and Annuity Association of America, which is
incorporated by reference from the Company's Annual Report on
Form 10-K for the year ended March 31, 1996
4.6 Amendment No. 3 to Note Purchase Agreement dated as of August
12, 1996 by and between the Company and Teachers Insurance
and Annuity Association of America, which is incorporated by
reference from the Company's Annual Report on Form 10-K for
the year ended March 31, 1996
4.7 Form of Indenture with respect to the 8 1/2% Senior Notes due
2006, which is incorporated from the Company's Registration
Statement on Form S-3 (Reg. No. 333-07665)
4.8 Form of 8 1/2% Senior Note due 2006, which is incorporated
from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996
4.9 Officer's Certificate containing terms relating to the 8 1/2%
Senior Notes due 2006, which is incorporated by reference
from the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996
5.1 Opinion of Calfee, Halter & Griswold LLP
10.1 Share Subscription Agreement and Trust, dated as of July 2,
1996, between the Company and Wachovia Bank of North
Carolina, N.A., as trustee, which is incorporated by
reference from the Company's Registration Statement on Form
S-3 (Reg. No. 333-07665)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Calfee, Halter & Griswold LLP (see Exhibit 5.1)
24.1 Power of Attorney and related certified resolution
E-1