-----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, ApR6jnoqv1/NXTCv+Spq54rD332em2tQP4SN8hFxNu+bZP1KQz7Yz2iJXclnOzp1 nPEKqENsEblFlD5yP0Qfsg== 0000889812-96-001332.txt : 19960923 0000889812-96-001332.hdr.sgml : 19960923 ACCESSION NUMBER: 0000889812-96-001332 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-10833 FILED AS OF DATE: 19960919 EFFECTIVENESS DATE: 19960919 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSC INDUSTRIAL DIRECT CO INC CENTRAL INDEX KEY: 0001003078 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 113289165 STATE OF INCORPORATION: NY FISCAL YEAR END: 0902 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-12349 FILM NUMBER: 96632428 BUSINESS ADDRESS: STREET 1: 151 SUNNYSIDE BLVD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163497100 MAIL ADDRESS: STREET 1: 151 SUNNYSIDE BLVD CITY: PLAINVIEW STATE: NY ZIP: 11803 S-1MEF 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 19, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- MSC INDUSTRIAL DIRECT CO., INC. (Exact Name of Registrant as Specified in its Charter) New York 5084 11-3289165 (State of Incorporation) (Primary Standard Industrial (I.R.S.Employer Classification Code Number) Identification Number) 151 Sunnyside Blvd. Plainview, New York 11803-1592 (516) 349-7100 (Address and telephone number of registrant's principal executive offices) -------------------- Mitchell Jacobson MSC Industrial Direct Co., Inc. 151 Sunnyside Blvd. Plainview, New York 11803-1592 (516) 349-7100 (Name, address and telephone number of agent for service) -------------------- Copies to: Edward H. Cohen, Esq. Philip E. Coviello, Esq. Rosenman & Colin LLP Latham & Watkins 575 Madison Avenue 885 Third Avenue, Suite 1000 New York, New York 10022 New York, New York 10022 (212) 940-8800 (212) 906-1200 -------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |x| (33-10833) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| -------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Number of Proposed Proposed Shares Maximum Maximum Title of Each Class to be Offering Aggregate Amount of of Securities to Registered Price Per Offering Registration be Registered (1) Share (1) Price Fee - -------------------------------------------------------------------------------- Class A Common Stock 750,000 $33.875 $25,406,250 $8,761 ================================================================================ The contents of Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-10833) filed by MSC Industrial Direct Co., Inc. pursuant to the Securities Act of 1933, as amended, are hereby incorporated by reference in this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, County of New York, State of New York on September 19, 1996. MSC INDUSTRIAL DIRECT CO., INC. By: /s/ Mitchell Jacobson --------------------- Mitchell Jacobson President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mitchell Jacobson and Shelley Boxer his true and lawful attorneys-in-fact and agents, each acting alone, with full power 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 post-effective amendments) to this Registration Statement, and to file the same, with all the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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 and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Sidney Jacobson Chairman of the Board - ---------------------- of Directors September 19, 1996 Sidney Jacobson /s/ Mitchell Jacobson President, Chief - ---------------------- Executive Officer Mitchell Jacobson and Director September 19, 1996 /s/ James Schroeder Vice President, - ---------------------- Chief Operating Officer James Schroeder and Director September 19, 1996 /s/ Shelley M. Boxer Vice President, Chief - ---------------------- Financial Officer, Shelley M. Boxer Principal Accounting Officer and Director September 19, 1996 /s/ Denis Kelly Director September 19, 1996 - ---------------------- Denis Kelly /s/ Melvin Redman Director September 19, 1996 - ---------------------- Melvin Redman EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE - ------ -------------------------------------------------------------------------------------------- ----------- 1.01 Form of Underwriting Agreement. ............................................................ 1.02 Master Agreement Among Underwriters dated March 1, 1993. ................................... 1.03 Master Dealer Agreement dated December 1, 1987. ............................................ 3.01 Certificate of Incorporation of Registrant. ................................................ 3.02 By-laws of Registrant...................................................................... 4.01 Specimen Class A Common Stock Certificate. ................................................. *5.01 Opinion of Rosenman & Colin LLP. ........................................................... 10.01 Registrant's 1995 Stock Option Plan. ....................................................... 10.02 Employment Agreement, dated as of January 2, 1994, between Registrant and Sidney Jacobson, as amended on October 31, 1995. ............................................................ 10.03 Employment Agreement, dated as of August 1, 1994, between Registrant and Mitchell Jacobson. .................................................................................. 10.04 Exchange Agreement dated October 30, 1995 between the Registrant and the Shareholders named therein. ................................................................................... 10.05 Amended and Restated Credit Agreement, dated as of April 27, 1995, between the Registrant and the banks named therein, as amended as of August 25, 1995. ............................. *11.01 Calculation of supplementary pro forma net income per share. ............................... 21.01 List of Subsidiaries. ...................................................................... *23.01 Consent of Arthur Andersen LLP. ............................................................ *23.02 Consent of Rosenman & Colin LLP (included in Exhibit 5.01). ................................ 24.01 Power of Attorney (included on signature page at page II-4). ...............................
- ------------------ * Filed herewith. EX-5.01 2 OPINION OF ROSENMAN & COLIN LLP EXHIBIT 5.01 September 19, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have been requested by MSC Industrial Direct Co., Inc. (the "Company"), a New York corporation, to furnish our opinion in connection with the registration statement (the "Registration Statement") on Form S-1, with respect to the registration of 750,000 shares (the "Shares") of the Company's Class A Common Stock, par value $.001 per share. We have made such examination as we have deemed necessary for the purpose of this opinion. Based upon such examination, it is our opinion that, when the Registration Statement has become effective under the Securities Act of 1933, when the Shares have been qualified as required under the laws of those jurisdictions in which they are to be issued and sold and when the Shares have been issued, sold and paid for in the manner described in the Registration Statement, the Shares will have been validly issued and will be fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the prospectus included in the Registration Statement. Very truly yours, ROSENMAN & COLIN LLP By: /s/ Joseph L. Getraer --------------------- A Partner EX-11.01 3 CALCULATION OF SUPPLEMENTARY PRO FORMA NET INCOME EXHIBIT 11.01 MSC INDUSTRIAL DIRECT CO., INC. SID TOOL CO., INC. CALCULATION OF SUPPLEMENTARY PRO FORMA NET INCOME PER SHARE (In thousands, except per share data)
For the Nine Months For the Year Ended Ended June 1, 1996 September 2, 1995 ------------------ ----------------- Calculation of Supplementary Pro Forma Shares Outstanding: Distribution made/to be made to shareholders from offering proceeds ................................... $61,073 $52,255 Proceeds per share .................................. 19.00 19.00 ------- ------- Additional pro forma common shares outstanding ...... 3,214 2,750 Additional pro forma weighted average common shares assumed outstanding ................................. 1,283 2,750 Weighted average common shares outstanding .......... 28,922 24,158 ------- ------- Pro forma weighted average common shares outstanding 30,205 26,908 ------- ------- Debt repaid/to be repaid by offering proceeds ....... 13,425 40,177 Proceeds per share .................................. 33.875 19.00 ------- ------- Additional supplementary pro forma weighted average common shares assumed outstanding ........... 396 2,115 ------- ------- Supplementary pro forma weighted average shares outstanding .................................. 30,601 29,023 ======= ======= Calculation of Supplementary Pro Forma Net Income Per Share: Pro forma net income ................................ $14,033 $18,235 Impact of proceeds on interest expense, net of pro forma tax effect ......................... 450 1,131 ------- ------- Supplementary pro forma net income .................. 14,483 19,366 Supplementary pro forma weighted average common shares outstanding ........................... 30,601 29,023 ------- ------- Supplementary pro forma net income per share ........ $ 0.47 $ 0.67 ======= =======
EX-23.01 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.01 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports dated October 27, 1995 (except with respect to the matters discussed in Note 14, as to which the date is December 14, 1995) and November 15, 1995 and included in the previous filing on Form S-1 of MSC Industrial Direct Co., Inc. (333-10833), and to all references to our Firm included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Melville, New York September 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----