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As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 333-
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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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BARNETT INC.
(Exact name of issuer as specified in its charter)
Delaware 59-1380437
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3333 Lenox Avenue
Jacksonville, Florida 32254
(Address of principal executive offices) (Zip Code)
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BARNETT INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN
(Full title of the Plan)
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William R. Pray
President and Chief Executive Officer
3333 Lenox Avenue
Jacksonville, Florida 32254
(904) 384-6530
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
Scott M. Zimmerman, Esq.
Shereff, Friedman, Hoffman
& Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount Offering Price Aggregate Amount of
Registered to be Registered(1) Per Share Offering Price Registration Fee
- -------------------------- ------------------- ---------------- ---------------- ----------------
Common Stock, par value 300,000 $24.75 $7,425,000 $2,250
$0.01 per share
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<FN>
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting
from stock splits, stock dividends or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), on the basis of the average of the high
and low prices of the Registrant's Common Stock as quoted on The Nasdaq
National Market on June 25, 1997.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents, which have been filed by Barnett Inc., a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed, which was declared effective by the Securities and Exchange
Commission on April 15, 1997 (Commission File No. 333-22453).
(b) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996.
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996.
(d) The Registrant's Proxy Statement for Annual Meeting of
Stockholders held on December 4, 1996.
(e) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1996.
(f) The Registrant's Current Report on Form 8-K dated February 27,
1997.
(g) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
(h) The description of the Registrant's Common Stock, par value $0.01
per share, which is contained in Registrant's Registration Statement on Form 8-A
filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to the Registration Statement 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 this Registration Statement and to be a part of this Prospectus
from the date of filing hereof.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interest of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The indemnification of officers and directors of the Registrant is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") and the Amended and Restated Certificate of Incorporation of the
Registrant (the "Certificate"). Among other things, the DGCL permits
indemnification of a director, officer, employee or agent in civil, criminal,
administrative or investigative actions, suits or proceedings (other than an
action by or in the right of the corporation) to which such person is a party or
is threatened to be made a party by reason of the fact of such relationship with
the corporation or the fact that such person is or was serving in a similar
capacity with another entity at the request of the corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. No indemnification may be made in any such suit to any
person adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which the action was brought
determines that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Under the DGCL,
to the extent that a director, officer, employee or agent is successful, on the
merits or otherwise, in the defense of any action, suit or proceeding or any
claim, issue or matter therein (whether or not the suit is brought by or in the
right of the corporation), he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. In all cases in which indemnification is permitted (unless ordered by
a court), it may be made by the corporation only as authorized in the specific
case upon a determination that the applicable standard of conduct has been met
by the party to be indemnified. The determination must be made by a majority of
the directors who were not parties to the action, suit or proceeding, even
though less than a quorum, or if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or by
the stockholders. The statute authorizes the corporation to pay expenses
(including attorneys' fees) incurred by an officer or director in advance of a
final disposition of a proceeding upon receipt of an undertaking by or on behalf
of the person to whom the advance will be made, to repay the advances if it
shall ultimately be determined that he was not entitled to indemnification. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be paid upon such terms and conditions, if any, as the Board may determine. The
DGCL provides that indemnification and advances of expenses permitted thereunder
are not to be exclusive of any rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The DGCL also authorizes
the corporation to purchase and maintain liability insurance on behalf of its
directors, officers, employees and agents regardless of whether the corporation
would have the statutory power to indemnify such persons against the liabilities
insured.
The Certificate provides that directors, officers and others shall be
indemnified to the fullest extent authorized by the DGCL, as in effect (or, to
the extent indemnification is broadened, as it may be amended), against any and
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties paid or to be paid in settlement) reasonably
incurred by such person in
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connection with such proceeding. The Certificate further provides that, to the
extent permitted by law, expenses so incurred by any such person in defending
any such proceeding shall, at his request, be paid by the Registrant in advance
of the final disposition of such action or proceeding.
The Certificate provides that the right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition shall not be exclusive of any other right which any person may have
or acquire under any law, statute, provision of the Certificate, By-laws,
agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant maintains directors and officers liability and company
reimbursement insurance which, among other things (i) provides for payment on
behalf of its officers and directors against loss as defined in the policy
stemming from acts committed by directors and officers in their capacity as such
and (ii) provides for payment on behalf of the Registrant against such loss but
only when the Registrant shall be required or permitted to indemnify directors
or officers for such loss pursuant to statutory or common law or pursuant to
duly effective certificate of incorporation or by-law provisions.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits
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The following exhibits are filed as part of this registration
statement:
4.1 Barnett Inc. Profit Sharing and 401(k) Retirement Plan.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this registration
statement).
Item 9. Undertakings.
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(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
this Registration Statement (or the most
recent post-
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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) promulgated under
the Securities Act of 1933 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 this
Registration Statement;
(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 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 hereby undertakes that, for the 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 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 Exchange Act
of 1934) 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
Securities Act of 1933 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 incurredor 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
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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
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 Jacksonville, State of Florida, on this 30th day of
June, 1997.
BARNETT INC.
By: /s/ William R. Pray
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William R. Pray
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints William R. Pray and Andrea M.
Luiga and each of them (with full power of each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and on his behalf, and in his name, place and stead, in
any all capacities to execute and sign any and 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 said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof and the Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ William R. Pray President, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer) June 30, 1997
William R. Pray
/s/ Melvin Waxman Chairman of the Board of Directors and
- ------------------------------ Director June 30, 1997
Melvin Waxman
/s/ Armond Waxman Vice-Chairman of the Board of
- ------------------------------ Directors and Director June 30, 1997
Armond Waxman
/s/ Andrea M. Luiga Vice President-Finance and Chief
- ------------------------------ Financial Officer (Principal Financial June 30, 1997
Andrea M. Luiga and Accounting Officer)
/s/ Sheldon Adelman Director
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Sheldon Adelman June 30, 1997
/s/ Morry Weiss Director
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Morry Weiss June 30, 1997
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BARNETT INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT PAGE
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4.1 Barnett Inc. Profit Sharing and 401(k) Retirement Plan.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24 Power of Attorney (included in signature page to this registration
statement).
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