-----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, J1UZeZeEc8yKL1MWd+Xaugimmj5uG4k60YgPuwokOpji8qnzfKltBgr2RVgeYwrz O6Y6v0zyb1d+j1GwF5zCsg== 0000950123-00-011884.txt : 20001229 0000950123-00-011884.hdr.sgml : 20001229 ACCESSION NUMBER: 0000950123-00-011884 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001228 EFFECTIVENESS DATE: 20001228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW ELECTRONICS INC CENTRAL INDEX KEY: 0000007536 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111806155 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52872 FILM NUMBER: 797537 BUSINESS ADDRESS: STREET 1: 25 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163911300 S-8 1 y43978s-8.txt ARROW ELECTRONICS, INC. 1 As filed with the Securities and Exchange Commission on December 28, 2000. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARROW ELECTRONICS, INC. (Exact name of issuer as specified in its charter) New York 11-1806155 (State of Incorporation) (I.R.S. Employer Identification No.)
25 Hub Drive Melville, New York 11747 (516) 391-1300 (Address and telephone number of principal executive offices) Arrow Electronics, Inc. Wyle Electronics EPU Replacement Program (Full Title of the Plan) Robert E. Klatell, Esq. Executive Vice President Arrow Electronics, Inc. 25 Hub Drive Melville, New York 11747 (516) 391-1300 (Name, address and telephone number of agent for service) Copies to: Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, New York 10005 (212) 530-5000 Attention: Howard S. Kelberg, Esq. CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of be Registered Registered Price Per Share Aggregate Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock (par value 90,000 --- --- $0 $1.00 per share) - --------------------------------------------------------------------------------------------------------------------
* Pursuant to Rule 457(h)(3) under the Securities Act of 1933, as amended, the securities are offered through an employee benefit plan that covers the resale of the same securities and no additional filing fee is required with respect to securities offered for resale. 2 PART I ITEM 1. PLAN INFORMATION This Registration Statement relates to the registration of 90,000 shares of Common Stock, $1.00 par value per share, of ARROW ELECTRONICS, INC. (the "Registrant") that may be awarded under the Arrow Electronics, Inc. Wyle Electronics EPU Replacement Program (the "Plan"). Documents containing the information required by Part I of the Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b). Such documents are not filed with the Securities and Exchange Commission (the "Commission" or the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on Rule 428. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The Registrant will, upon written or oral request, provide without charge to any person to whom the Prospectus relating to this Registration Statement is delivered, a copy of any and all of the information which has been incorporated by reference in such Prospectus and this Registration Statement (pursuant to Item 3 of Part II below). Such requests should be directed to the Secretary, Arrow Electronics, Inc., 25 Hub Drive, Melville, New York 11747 (telephone: (516) 391-1300). PART II INFORMATION REQUIRED IN THE REGISTRATION ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have been filed by Arrow Electronics, Inc. (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"), as applicable, are incorporated by reference herein and shall be deemed to be a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000. 3. The Company's Current Reports on Form 8-K dated September 1, 2000, September 18, 2000 and December 22, 2000. 4. The description of the Company's Capital Stock contained in the registration statement filed with the Commission under the 1934 Act, including any amendment or report filed for the purpose of updating such description. 5. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act. All documents, filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this 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 made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. 2 3 Any Statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES The Common Stock being registered hereunder has been registered pursuant to Section 12 of the Exchange Act and a description of the Common Stock is contained in the Exchange Act registration statement which has been filed with the Commission. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 9 of this Company's Certificate of Incorporation permits the indemnification of officers and directors under certain circumstances to the full extent that such indemnification may be permitted by law. Such rights of indemnification are in addition to, and not in limitation of, any rights to indemnification to which any officer or director of the Company is entitled under the Business Corporation Law of the State of New York which provides for indemnification by a corporation of its officers and directors under certain circumstances as stated in the Business Corporation Law and subject to specified limitations set forth in the Business Corporation Law. The Company also maintains directors' and officers' liability insurance coverage which insures directors and officers of the Company against certain losses arising from claims made, and for which the Company has not provided reimbursement, by reason of their being directors and officers of the Company or its subsidiaries. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index on page 8. ITEM 9. UNDERTAKINGS. (1) The Company hereby undertakes: (a) 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; (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, 3 4 represent a fundamental change in the information set forth in the Registration Statement; and (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)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) 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. (c) 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. (2) The Company hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the issuer's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona fide offering hereof. (3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the above-mentioned provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue. 4 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Melville and the State of New York, on December 27, 2000. ARROW ELECTRONICS, INC. By: /s/ Robert E. Klatell -------------------------- Robert E. Klatell Executive Vice President 5 6 POWER OF ATTORNEY Each person whose signature appears below hereby severally constitutes and appoints Stephen P. Kaufman, Francis M. Scricco, Robert E. Klatell, and John C. Waddell and each of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead in any and all capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all pre-effective and post-effective amendments and supplements to the said Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirement of the Securities Act of 1933, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the date indicated below.
SIGNATURE TITLE DATE /s/ Stephen P. Kaufman Chairman of the Board December 27, 2000 ------------------------------ Stephen P. Kaufman /s/ Francis M. Scricco President, Chief Executive Officer, and December 27, 2000 ------------------------------ Director (Principal Executive Officer) Francis M. Scricco /s/ Robert E. Klatell Executive Vice President, Secretary, and December 27, 2000 ------------------------------ Director Robert E. Klatell /s/ Sam R. Leno Senior Vice President (Principal Financial December 27, 2000 ------------------------------ Officer) Sam R. Leno /s/ Paul J. Reilly Vice President-Finance (Principal December 27, 2000 ------------------------------ Accounting Officer) Paul J. Reilly ------------------------------ Director December ___, 2000 Daniel W. Duval ------------------------------ Director December ___, 2000 Carlo Geirsch /s/ John N. Hanson Director December 27, 2000 ------------------------------ John N. Hanson ------------------------------ Director December ___, 2000 Roger King /s/ Karen Gordon Mills Director December 27, 2000 ------------------------------ Karen Gordon Mills ------------------------------ Director December ___, 2000 Richard S. Rosenbloom
6 7 /s/ Barry W. Perry Director December 27, 2000 ------------------------------ Barry W. Perry /s/ John C. Waddell Director December 27, 2000 ------------------------------ John C. Waddell
7 8 EXHIBIT INDEX
Exhibit No. Description 5 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of the Company's Common Stock. 23(a) Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion filed as Exhibit 5 hereto). 23(b) Consent of Ernst & Young LLP, independent auditors. 24 Power of Attorney (set forth on the signature page hereof). 99(a) Arrow Electronics, Inc. Wyle Electronics EPU Replacement Program.
8 EX-5 2 y43978ex5.txt OPINION OF MILBANK, TWEED, HADLEY & MCCLOY LLP 1 Exhibits 5 and 23(a) LETTERHEAD December 27, 2000 Arrow Electronics, Inc. 25 Hub Drive Melville, NY 11747 Re: Registration Statement on Form S-8 of Arrow Electronics, Inc. Relating to the Issuance of Shares of Common Stock Pursuant to the Arrow Electronics, Inc. Wyle Electronics EPU Replacement Program. Ladies and Gentlemen: We have acted as counsel to Arrow Electronics, Inc., a New York corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, (the "Act") relating to the offering of up to 90,000 shares of the Company's Common Stock, par value $1.00 per share (the "Shares"), to be issued pursuant to the provisions of the Arrow Electronics, Inc. Wyle Electronics EPU Replacement Program (the "Plan"). We have examined such records, documents, statutes and decisions as we have deemed relevant in rendering this opinion. We are of the opinion that when: (a) the applicable provisions of the Act and of State securities or blue sky laws shall have been complied with; (b) the Company's Board of Directors shall have duly authorized the issuance of the Shares; and (c) the Shares shall have been duly issued and paid for in an amount not less than par value of $1.00 per share, the Shares will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder. Very truly yours, /s/ Milbank, Tweed, Hadley & McCloy LLP HSK/AMK 9 EX-23.B 3 y43978ex23-b.txt CONSENT OF ERNST & YOUNG LLP 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 90,000 shares of common stock of Arrow Electronics, Inc., issuable pursuant to the Arrow Electronics, Inc. Wyle Electronics EPU Replacement Program, of our report dated February 16, 2000, with respect to the consolidated financial statements and schedule of Arrow Electronics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, as filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York December 27, 2000 EX-99.A 4 y43978ex99-a.txt EPU REPLACEMENT PROGRAM 1 Exhibit 99(a) Arrow Letterhead December __, 2000 [Name] [Address] [City, State Zip] Re: Close-out of the Wyle EPU Plan ------------------------------ Dear [Name]: As you know, in connection with the Arrow-Wyle merger, the Wyle Electronics EPU Plan will be closed out and replaced with Arrow's traditional stock award programs. In this regard, Arrow has approved a program to convert and replace your previous award under the Wyle Electronics EPU Plan. The details of this program were fully described to you in a memorandum from Fran Scricco dated September 5, 2000. Pursuant to this program, Arrow will grant to you: (1) [insert number] shares of freely and immediately tradable Arrow common stock, as to which Arrow will pay on your behalf the full amount of your normal federal and state withholding taxes (note that Arrow's payment of your withholding taxes will result in additional taxable income for you in the year in which Arrow pays such taxes and, thereby will increase your income tax liability); (2) [insert number] restricted shares of Arrow common stock pursuant to the terms of the Arrow Electronics, Inc. Restricted Stock Plan and the restricted share award agreement attached hereto as Exhibit A; and (3) a stock option to acquire [insert number] shares of Arrow common stock with an exercise price of $[insert] per share, pursuant to the terms of the Arrow Electronics, Inc. Stock Option Plan and the stock option award agreement attached hereto as Exhibit B. In order to receive these awards, please sign below, to acknowledge that the above described awards are in full and complete satisfaction of Arrow's, Wyle's and their affiliates' obligations pursuant to your previous award under the Wyle Electronics EPU Plan, and return this countersigned letter to [name]. Thereafter, [name] will send you proper documentation with respect to the awards described above. If you have any questions or comments regarding this letter, please call [name] at (516) [number]. Sincerely, [Name] Agreed & Accepted: - ------------------- [Name] 11 -----END PRIVACY-ENHANCED MESSAGE-----