AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998
REGISTRATION NO. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
CHS ELECTRONICS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 87-0435376
- ------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2000 N.W. 84TH AVENUE
MIAMI, FLORIDA 33122
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
1994 STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
(Full title of the Plan)
---------------------
CRAIG TOLL
VICE PRESIDENT OF FINANCE, CHIEF FINANCIAL OFFICER AND TREASURER
CHS ELECTRONICS, INC.
2000 N.W. 84TH AVENUE
MIAMI, FLORIDA 33122
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(305) 908-7200
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPY TO:
Paul Berkowitz, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0685
Telecopy (305) 579-0717
-------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE (1) REGISTRATION FEE
====================================================================================================================================
Common Stock, $.001 par value 2,000,000 shares $16.5313 - $21.69 $36,451,865.90 $10,753.30
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) on the basis of (i) the actual
price of options granted under the Registrant's 1994 Stock Incentive Plan
and (ii) an assumed price of $16.5313 per share (based on the average of
the high and low prices of the Registrant's Common Stock as reported on
the New York Stock Exchange on August 13, 1998) for each of the remaining
options to be granted under the 1994 Stock Incentive Plan.
====================================================================================================================================
This Registration Statement is being filed to register additional
securities to be offered pursuant to the Registrant's 1994 Stock Incentive Plan,
as amended, with respect to which Registration Statements on Form S-8
(Registration No. 33-96160, 333-19853 and 333-40547) have previously been filed.
Pursuant to Instruction E of Form S-8, the contents of the Registrant's
Registration Statements No. 33-96160 and 333-40547 are incorporated by reference
herein, except that Items 6-9 are incorporated from Registration Statement
333-40547 only.
SIGNATURES
Pursuant to the requirements of the Act, 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 Miami, State of Florida on August 20, 1998.
CHS ELECTRONICS, INC..
By: /S/ CLAUDIO OSORIO
----------------------------------
Claudio Osorio
Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Claudio Osorio and Craig Toll his
true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ CLAUDIO OSORIO Chairman of the Board, President August 20, 1998
- -------------------------- and Director
Claudio Osorio
/S/ ANTONIO BOCCALANDRO Chief Officer of Mergers and August 20, 1998
- ----------------------------- Acquisitions, Secretary and Director
Antonio Boccalandro
/S/ CRAIG TOLL Vice President of Finance,
- ------------------------ Chief Financial Officer and Treasurer August 20, 1998
Craig Toll
/S/ CARSTEN FRANK Executive Vice President -- Asian August 20, 1998
- ---------------------- Region and Director
Carsten Frank
/S/ OTTO GERLACH Director August 20, 1998
- ---------------------
Otto Gerlach
/S/ DONALD D. WINSTEAD Director August 20, 1998
- ----------------------------
Donald D. Winstead
/S/ ZBYNEK KRAUS General Manager of Czech Republic August 20, 1998
- --------------------- Operations and Director
Zbynek Kraus
/S/ PIERINO LARDI Director August 20, 1998
- ----------------------
Pierino Lardi
/S/ OFER MAGEN Executive Vice President - Karma August 20, 1998
- ------------------- Region and Director
Ofer Magen
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------------- ---------------------------------------------------------------
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Grant Thornton, LLP
23.3 Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)