-----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, BN2vlwUI8vDzHmOg8+LR6ySbTE74MaZOnrcgZEXvTqGsmczCGpvaoQsjPmge9HfR XWI59lY3pR9DAnGeDEFVgg== 0000950170-97-000672.txt : 19970526 0000950170-97-000672.hdr.sgml : 19970526 ACCESSION NUMBER: 0000950170-97-000672 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970523 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHS ELECTRONICS INC CENTRAL INDEX KEY: 0000924374 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 870435376 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48117 FILM NUMBER: 97613641 BUSINESS ADDRESS: STREET 1: 2153 NW 86TH AVE CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3057168273 MAIL ADDRESS: STREET 1: 2153 NW 86TH AVENUE CITY: MIAMI STATE: FL ZIP: 33122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANK CARSTEN CENTRAL INDEX KEY: 0001039818 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: HANSESTRASSE 47 CITY: BRAUNSCHWEIG GERMANY MAIL ADDRESS: STREET 1: HANSESTRASSE 47 CITY: BRAUNSCHWEIG GERMANY STATE: I8 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CHS ELECTRONICS, INC. - ------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, $.001 PAR VALUE - ------------------------------------------------------------------------------- (Title of class of securities) 12 542 A-20-6 - ------------------------------------------------------------------------------- (CUSIP number) PAUL BERKOWITZ, ESQ. GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A. 1221 BRICKELL AVENUE MIAMI, FLORIDA 33131 (305) 579-0685 - ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) MARCH 21, 1997 - ------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Check the following box if a fee is being [ ] paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (Page 1 of 5 Pages) - -------------------------------------------------------------------------------- CUSIP NO. 12 542 A-20-6 SCHEDULE 13D PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CARSTEN FRANK - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 1 SEC USE ONLY - -------------------------------------------------------------------------------- 2 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 3 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 1 CITIZENSHIP OR PLACE OF ORGANIZATION FEDERAL REPUBLIC OF GERMANY - -------------------------------------------------------------------------------- NUMBER OF 2 SOLE VOTING POWER 2,200,000 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------------- 3 SHARED VOTING POWER -------------------------------------------- 4 SOLE DISPOSITIVE POWER 2,200,000 -------------------------------------------- 5 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 6 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,200,000 - -------------------------------------------------------------------------------- 7 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 1 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.98% - -------------------------------------------------------------------------------- 2 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 1 SECURITY AND ISSUER. This Statement relates to the Common Stock, par value $.001 per share (the "Common Stock"), of CHS Electronics, Inc. ("CHS Electronics"). The executive offices of CHS Electronics are located at 2153 N.W. 86th Avenue, Miami, Florida 33122. 2 IDENTITY AND BACKGROUND. Frank is Managing Director of Frank & Walter Computer GmbH ("F&W") and shall be Vice President - Europe of CHS Electronics. The principal office of F&W is located at Hansestrasse 47, 38112 Braunschweig, Germany. Frank has not been convicted in a criminal proceeding in the last five years. During the last five years, Frank has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws. Frank is a citizen of the Federal Republic of Germany. 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On December 19, 1996, CHS Electronics, Inc. and Frank entered into a Stock Exchange Agreement (the "Agreement"). The Agreement provided for the exchange of CHS Electronics Common Stock for shares of Frank & Walter Computer GmbH ("F&W"), all of which were owned by Frank. On March 21,1997, the Closing Date, Frank sold and transferred to CHS Electronics all of the F&W Shares in exchange for 2,200,000 shares of CHS Common Stock. By virtue of Frank's holdings of F&W Common Stock immediately prior to the transaction, and pursuant to the Stock Exchange Agreement, Frank became the beneficial holder of 2,200,000 shares of Common Stock upon the closing of the Agreement. 4 PURPOSE OF TRANSACTION. Frank has acquired the Common Stock in connection with the above-described Stock Exchange and not with a view to, or for resale in connection with, any distribution thereof. Frank has no present intention of selling, granting any participation in, or otherwise distributing the Common Stock. Frank does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of its shares of Common Stock. The shares of the Common Stock of CHS Electronics owned by Frank have not been registered under the Securities Act of 1933, as amended. 5 INTEREST IN SECURITIES OF ISSUER. To the best knowledge of Frank, Frank is the beneficial owner of 2,200,000 shares of Common Stock, or approximately 14.98% of the Common Stock currently outstanding. Frank has the sole power to vote and dispose of 2,200,000 of his shares of Common Stock. 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with the Stock Exchange Agreement, Comtrad Inc. and Comtrad Holdings, Inc., shareholders of CHS, have agreed to vote their shares of Common Stock in favor of Frank's election to the Board of Directors of CHS. CHS intends to nominate Frank for election to the Board of Directors of CHS and intends to appoint him executive vice president for Europe. 7 MATERIAL TO BE FILED AS EXHIBITS. Letter to Mr. Carsten Frank from Comtrad, Inc. and Comtrad Holdings, Inc. dated December 19, 1996. 2 SIGNATURE After reasonable inquiry and to the best of knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MAY 18, 1997 ---------------------- (Date) ---------------------- Carsten Frank 3 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Letter to Mr. Carsten Frank from Comtrad Inc. and Comtrad Holdings, Inc. dated December 19, 1996. EX-1 2 EXHIBIT 1 SCHEDULE 8.5 December 19, 1996 Mr. Carsten Frank c/o Dr. H. Busching Rechtsanwalte Dr. Gebler pp. Postfach 5560 30055 Hannover Germany Re: CHS Electronics, Inc. ("CHS") Dear Frank: As you know, CHS intends to acquire all of the outstanding capital stock in Frank & Walter Computer GmbH ("F&W"), pursuant to a Stock Exchange Agreement (the "Agreement"), dated as of the date hereof, by and between CHS and you ("Frank"). The undersigned ("Shareholders") are the prlncipal shareholders of CHS, and will receive substantial benefits from the acquisition of F&W by CHS (the "Acquisition"). In order to induce Frank to consummate the Acquisition, each of the Shareholders hereby agrees that, effective as of the Closing (as defined in the Agreement), and so long as Frank is the record and beneficial owner of at least five percent (5%) of the outstanding shares of the Common Stock of CHS: 1. The Shareholders shall vote their shares of the Common Stock of CHS in favor of your election as a director of CHS, at the first shareholders meeting held in 1997 (which shall be on or before July 31, 1997), and thereafter at any other shareholders meeting or meetings held to elect directors (and in any written consent executed in lieu of such a meeting). Notwithstanding the foregoing, Shareholders shall not have any obligation to vote their shares to elect you as a director of CHS if you are the subject of, or meet, any of the disqualification conditions set forth in 17 C.F.R. ss. 230.262(b)(1)-(5) (or any successor regulation witH substantially similar requirements). 2. If the Shareholders propose to request CHS to register (a "Registration") any of their shares of CHS Common Stock (the "Comtrad Shares") under the Securities Act of 1933 (the "l933 Act"), the Shareholders shall also request that certain of your shares of CHS Common Stock (the "Frank Shares") be registered under the 1933 Act at the same time and on the same terms, as provided herein. The Shareholders shall not permit CHS to register any of the Comtrad Shares unless Frank at the same time has certain of the Frank Shares registered as provided herein or has elected not to have Frank Shares registered pursuant to Section 2(a) below. Any demand by a pledgee of Mr. Carsten Frank December 19, 1996 Page 2 the Shareholders to register Comtrad Shares shall be deemed a request by the Shareholders for purposes of this Agreement. (a) The Shareholders shall provide Frank advance written notice ("Registration Notice") with a copy to Frank's counsel (Dieter A. Schmitz, Baker & McKenzie, 130 East Randolph Drive, Suite 3500, Chicago, IL 60601, telefax: 312/861-2899) of any proposed Registration of the Comtrad Shares, which notice shall state the number of Comtrad Shares to be registered and the other terms of the offering. Frank shall have a period of 20 days after receipt of Comtrad's Registration Notice to elect to participate in the Registration. Such election shall be exercised by written notice to the Shareholders ("Election Notice"), which notice shall: (i) specify the number of Frank Shares which Frank elects to register, and (ii) be delivered to the Shareholders within such 20 day period. Frank's failure to deliver such notice shall be deemed an election to not participate in the Registration. (b) The parties shall have a period of 7 days after the Shareholders' receipt of Frank's Election Notice to agree on the number of shares to be registered by each party. If the parties fail to agree, then: (i) the Shareholders shall have the right to register the number of shares shown in the Registration Notice; and (ii) Frank shall have the right to register a portion of the Frank Shares then owned by Frank equal to: (1) the number of Comtrad Shares to be registered in the Registration, divided by (2) the aggregate number of Comtrad Shares then owned by the Shareholders. (c) If the number of shares determined pursuant to subsection (b) above must be reduced, because of market conditions, decision of the underwriter, or any other reason, such reduction shall be applied to the parties on a pro-rata basis, based on the number of shares each party originally proposed to include in the Registration. (d) Nothing contained herein shall require either of the parties hereto to register or sell any of their CHS Common Stock at any time. It shall be a condition precedent to the obligations of the Shareholders to take any action pursuant to this Agreement with respect to the Frank Shares that Frank shall furnish to CHS such information regarding himself, the Frank Shares and the intended method of disposition of such securities as shall be required to effect the registration of such securities. (e) Frank shall not any right to obtain or seek an injunction restraining or otherwise delaying any registration by CHS as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement; provided, however, that the provisions of this subsection (e) shall not prohibit Frank from (i) obtaining an injunction ordering the Shareholders to cause CHS to register the Frank Shares as provided herein, (ii) obtaining an injunction prohibiting the Shareholders from registering Comtrad Shares until they have complied with their obligations hereunder, or (iii) obtaining money damages against Shareholders arising from a default by Shareholders hereunder. Mr. Carsten Frank December 19, 1996 Page 3 3. Notwithstanding anything to the contrary contained in Section 2 above, Frank shall have no right to request or seek registration of any Frank Shares which are subject to resale restrictions under Section 9.5.2 of the Agreement. 4. Frank's rights under this Agreement may not be assigned. This letter shall (i) be governed and construed in accordance with the laws of Florida; and (ii) be binding and effective for all purposes when a signed copy has been transmitted to you by telecopier. Very truly yours, COMTRAD, INC. By: -------------------------------- Title: ----------------------------- COMTRAD HOLDINGS, INC. By: -------------------------------- Title: ----------------------------- ACCEPTED AND AGREED: - -------------------- - ------------------------ Carsten Frank -----END PRIVACY-ENHANCED MESSAGE-----