-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DvRKrmvmjOdctGoIHedzU/NhbUEeTlblAXspRfiPCoHAWhqNj+Uqqjj/pCCDrXas rxIHteGkTH7cE0gTHX2LAg== 0000950137-98-002500.txt : 19980617 0000950137-98-002500.hdr.sgml : 19980617 ACCESSION NUMBER: 0000950137-98-002500 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980616 EFFECTIVENESS DATE: 19980616 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANIXTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000052795 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 941658138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56935 FILM NUMBER: 98648978 BUSINESS ADDRESS: STREET 1: 4711 GOLF ROAD CITY: SKOKIE STATE: IL ZIP: 60076 BUSINESS PHONE: 3129021515 MAIL ADDRESS: STREET 1: 4711 GOLF RD CITY: SKOKIE STATE: IL ZIP: 60076 FORMER COMPANY: FORMER CONFORMED NAME: ITEL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SSI COMPUTER DATE OF NAME CHANGE: 19710316 FORMER COMPANY: FORMER CONFORMED NAME: SSI COMPUTER CORP DATE OF NAME CHANGE: 19690727 S-8 1 FORM S-8 1 ================================================================================ As filed with the Securities and Exchange Commission on June 15, 1998 File No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- Anixter International Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 94-1658138 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 4711 Golf Road Skokie, Illinois 60076 (Address of Principal Executive Offices) (Zip Code) ANIXTER INTERNATIONAL INC. 1998 Stock Incentive Plan (Full Title of the Plan) John Dul 4711 Golf Road Skokie, Illinois 60076 (Name and Address of Agent For Service) (847) 677-2600 (Telephone Number, Including Area Code, of Agent For Service) ------------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================== Amount Proposed Proposed Maximum Amount of Title of Securities to be Maximum Offering Aggregate Offering Registration to be Registered Registered Price Per Share(1) Price(1) Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock ($1.00 per 3,000,000 $18.125 $54,375,000 $16,041 share par value)............ shares ========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices as reported on the Composition Tape for the New York Stock Exchange on June 12, 1998. 2 Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have heretofore been filed by Anixter International Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein and shall be deemed to be a part hereof: (a) The Company's Annual Report on Form 10-K for the year ended January 2, 1998. (b) The description of the Company's Common Stock under the caption "Description of Registrant's Securities to be Registered" included in the Company's Registration Statement No. 33-12390 dated March 4, 1987. (c) The Company's Quarterly Report on Form 10-Q for the 13 weeks ended April 3, 1998. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein by reference and shall be deemed a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain Legal matters with respect to the legality of the Common Stock offered hereby will be passed upon for the Company by James E. Knox, Senior Vice President-Law and Secretary of the Company. Mr. Knox holds a total of approximately 562,000 shares and options to acquire shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") and Article IX of the Company's By-laws authorize and empower the Company to indemnify the directors, officers, employees and agents of the Company against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against any such person as a result of his relationship with the Company, provided that such persons acted in accordance with a stated standard of conduct in connection with the acts or events on which such claim, action or suit is 2 3 based. The finding of either civil or criminal liability on the part of such persons in connection with such acts or events is not necessarily determinative of the questions of whether such persons have met the required standard of conduct and are, accordingly, entitled to be indemnified. In addition, Article IX of the Company's Restated Certificate of Incorporation, as amended, provides that the Company's directors do not have personal liability to the Company or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends or (iv) for any transaction from which the director derived an improper personal benefit. Subject to these exceptions, under Article IX directors do not have any personal liability to the Company or its stockholders for any violation of their fiduciary duty. The Company has entered into indemnification agreements with each of its directors and officers (the "Indemnification Agreements"). The Indemnification Agreements provide for the prompt indemnification "to the fullest extent permitted by law" and for the prompt advancement of expenses, including attorney's fees and other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness or participating in (including on appeal) any threatened, pending or completed action, suit or proceeding related to the fact that such director or officer is or was a director, officer, employee, trustee, agent or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done by a director in any such capacity. The Indemnification Agreements further provide that the Company has the burden of providing that a director or officer is not entitled to indemnification in any particular case. The Company has purchase insurance policies that, if any officer or director of the Company or its subsidiaries becomes legally obligated to make a payment (including legal fees and expenses) in connection with an alleged wrongful act, the insurer will reimburse such officers and directors if the indemnification payments, as provided above, are not made by the Company or its subsidiaries to such officers and directors. Wrongful act means any breach of duty, neglect, error, misstatement, misleading statement or other act done by an officer or director of the Company or any subsidiary. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index which is incorporated herein by reference. 3 4 ITEM 9. 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; (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; (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 (1)(i) and (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. The undersigned registrant hereby 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 (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. 4 5 Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on June 12, 1998. Anixter International Inc. /s/ James E. Knox ----------------------------------------------- James E. Knox Senior Vice President-Law and Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON JUNE 10, 1996 BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED. LORD JAMES BLYTH* Director - --------------------------------------- Lord James Blyth ROD F. DAMMEYER* Director - --------------------------------------- Rod F. Dammeyer ROBERT E. FOWLER, JR.* Director - --------------------------------------- Robert E. Fowler, Jr. /s/ JAMES M. FROISLAND Vice President-Controller - --------------------------------------- James M. Froisland /s/ ROBERT W. GRUBBS President, Chief Executive Officer, - --------------------------------------- and Director Robert W. Grubbs F. PHILIP HANDY* Director - ---------------------------------------- F. Philip Handy MELVYN N. KLEIN* Director - ---------------------------------------- Melvyn N. Klein /s/ DENNIS J. LETHAM Sr. Vice President-Finance and - --------------------------------------- Chief Financial Officer Dennis J. Letham JOHN R. PETTY* Director - --------------------------------------- John R. Petty SHELI Z. ROSENBERG* Director - --------------------------------------- Sheli Z. Rosenberg 5 6 STUART M. SLOAN* Director - ---------------------------------------- Stuart M. Sloan THOMAS C. THEOBALD* Director - ---------------------------------------- Thomas C. Theobald SAM ZELL* Director - ---------------------------------------- Sam Zell *By /s/ James E. Knox ------------------------------- James E. Knox (Attorney in fact) James E. Knox, as attorney in fact for each person indicated 6 7 EXHIBIT INDEX Exhibit Sequentially Number Exhibit Numbered Page - ------- ------- ------------- (4a) 1998 Stock Incentive Plan (4b) Form of Stock Option Grant (incorporated by reference from Anixter International Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Exhibit 10.27). (5) Opinion and Consent of James E. Knox, Esq. (23) Consent of Ernst & Young LLP. (24) Power of Attorney. 7 EX-4.A 2 1998 STOCK INCENTIVE PLAN 1 Exhibit 4a ANIXTER INTERNATIONAL INC. 1998 STOCK INCENTIVE PLAN 1. PURPOSE AND EFFECTIVE DATE. Anixter International Inc. (the "Company") has established this 1998 Stock Incentive Plan (the "Plan") to facilitate the retention and continued motivation of key employees, consultants and directors and to align more closely their interests with those of the Company and its stockholders. The effective date of the Plan shall be the approval of the Company's shareholders at the 1998 Annual Meeting. 2. ADMINISTRATION. The Plan shall be administered by the Board of Directors, or the Compensation Committee of the Company's Board of Directors or such other Board committee as the Board may designate (the "Committee"). The Committee has the authority and responsibility for the interpretation, administration and application of the provisions of the Plan, and the Committee's interpretations of the Plan, and all actions taken by it and determinations made by it shall be binding on all persons. No Board or Committee member shall be liable for any determination, decision or action made in good faith with respect to the Plan. 3. SHARES SUBJECT TO PLAN. A total of 3,000,000 shares of Common Stock of the Company ("Shares") may be issued pursuant to the Plan. The Shares may be authorized but unissued Shares or Shares reacquired by the Company and held in its treasury. Grants of incentive awards under the Plan will reduce the number of Shares available thereunder by the maximum number of Shares obtainable under such grants. If all or any portion of the Shares otherwise subject to any grant under the Plan are not delivered for any reason including, but not limited to, the cancellation, expiration or termination of any option right or unit, the settlement of any award in cash, the forfeiture of any restricted stock, or the repurchase of any Shares by the Company from a participant for the cost of the participant's investment in the Shares, such number of Shares shall be available again for issuance under the Plan. The number of Shares covered by or specified in the Plan and the number of Shares and the purchase price for Shares under any outstanding awards, may be adjusted proportionately by the Committee for any increase or decrease in the number of issued Shares or any change in the value of the Shares resulting from a subdivision or consolidation of Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares any other increase or decrease in the number of issued Shares made without receipt of consideration by the Company, or the payment of an extraordinary cash dividend. 4. ELIGIBILITY. All key employees, active consultants and directors of the Company and its subsidiaries are eligible to be selected to receive a grant under the Plan by the Committee. The Committee may condition eligibility under the Plan or participation under the Plan, and any grant or exercise of an incentive award under the Plan on such conditions, limitations or restrictions as the Committee determines to be appropriate for any reason. No person may be granted in any period of two consecutive calendar years, awards covering more than 750,000 Shares. 2 5. AWARDS. The Committee may grant awards under the Plan to eligible persons in the form of stock options (including incentive stock options within the meaning of section 422 of the Code), stock grants, stock units, restricted stock, stock appreciation rights, performance shares and units and dividend equivalent rights, and reload options to purchase additional Shares if Shares are delivered in payment of any other options, and shall establish the number of Shares subject to each such grant and the terms thereof, including any adjustments for reorganizations and dividends, subject to the following: (a) All awards granted under the Plan shall be evidenced by agreements in such form and containing such terms and conditions not inconsistent with the Plan as the Committee shall prescribe. (b) The exercise price of any option or stock appreciation right shall not be less than 85% of the fair market value of a corresponding number of Shares as of the date of grant, except that such minimum option price may be reduced (but not below par value) in the case of options granted in consideration of a reduction in compensation by the amount of such reduction. (c) No more than 20% of the Shares may be awarded in a form other than options or stock appreciation rights unless such Shares are in payment of compensation earned or due at the time of the award or within one year thereof. 6. ADMINISTRATION OF THE PLAN. The Board of Directors or the Committee may from time to time suspend, terminate, revise or amend the Plan or the terms of any grant in any respect whatsoever, provided that, without the approval of the stockholders of the Company, no such revision or amendment may increase the number of Shares subject to the Plan or expand those eligible for grants under the Plan. EX-5 3 OPINION & CONSENT OF JAMES E. KNOX 1 [ANIXTER INTERNATIONAL LETTERHEAD] Exhibit 5 June 12, 1998 Anixter International Inc. Two North Riverside Plaza Suite 1900 Chicago, Illinois 60606 Gentlemen: In my capacity as Senior Vice President-Law of Anixter International Inc., a Delaware corporation (the "Company"), I have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") pertaining to the registration by the Company of up to 3,000,000 shares (the "Shares") of the Company's Common Stock, par value $1.00 per share (the "Common Stock") in connection with the Company's 1998 Stock Incentive Plan (the "Plan"). The Plan is not subject to the requirements of the Employee Retirement Security Act of 1974, as amended, or qualified pursuant to Section 401(a) of the Internal Revenue Code of 1986. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I deemed necessary for the purposes of this opinion. For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies, and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by parties thereto other than the Company. Based on the foregoing, I am of the opinion that: 1. The Company is a corporation duly organized and existing under the laws of the State of Delaware. 2. The Shares have been duly authorized for issuance and when issued in accordance with the Plan will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement. [ANIXTER INTERNATIONAL LETTERHEAD] 2 Anixter International Inc. June 10, 1996 Page Two of Two I render no opinion as to the laws of any jurisdiction other than the internal law of the State of Illinois and the United States of America and the internal corporate law of the State of Delaware. This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes. Very truly yours, /s/ James E. Knox James E. Knox Senior Vice President-Law and Secretary EX-23.1 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 Consent Of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Anixter International Inc. 1998 Stock Incentive Plan of our report dated February 9, 1998, with respect to the consolidated financial statements and schedules of Anixter International Inc. included in its Annual Report (Form 10-K) for the year ended January 2, 1998, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Chicago, Illinois June 11, 1998 10 EX-24 5 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Anixter International Inc., a Delaware corporation (the "Corporation"), which is going to file a Registration Statement on Form S-8 with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1933, as amended, in connection with the Corporation's 1998 Stock Incentive Plan, hereby constitutes and appoints John Dul, Dennis J. Letham, and James E. Knox, and each of them, her or his true and lawful attorneys-in-fact and agents, with full power and all capacities, to sign the Corporation's Registration Statement on Form S-8 and any or all amendments thereto, including any prospectus or amended prospectus contained therein, and any other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power of 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned hereunto set his or her hand and seal as of the 29th day of May, 1998. /s/ Lord James Blyth /s/ John R. Petty - ---------------------------------- ------------------------------ Lord James Blyth John R. Petty /s/ Rod F. Dammeyer /s/ Sheli Z. Rosenberg - ---------------------------------- ------------------------------ Rod F. Dammeyer Sheli Z. Rosenberg /s/ Robert E. Fowler /s/ Stuart M. Sloan - ---------------------------------- ------------------------------ Robert E. Fowler Stuart M. Sloan /s/ Robert W. Grubbs /s/ Thomas C. Theobald - ---------------------------------- ------------------------------ Robert W. Grubbs Thomas C. Theobald /s/ F. Philip Handy /s/ Samuel Zell - ---------------------------------- ------------------------------ F. Philip Handy Samuel Zell /s/ Melvyn N. Klein - ---------------------------------- Melvyn N. Klein 11 -----END PRIVACY-ENHANCED MESSAGE-----