-----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, CpRu09fqhsiBgB4Upri8mOpdvjttTxtwxUejvpq8FdS2ykpRVHwWkq/hM7+TWkQV yEQslLrEz15GqqTOcUtaIw== 0001005477-98-000414.txt : 19980218 0001005477-98-000414.hdr.sgml : 19980218 ACCESSION NUMBER: 0001005477-98-000414 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980213 EFFECTIVENESS DATE: 19980213 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-8 SEC ACT: SEC FILE NUMBER: 333-46273 FILM NUMBER: 98538357 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-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 13, 1998 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ MSC INDUSTRIAL DIRECT CO., INC. (Exact name of registrant as specified in its charter) New York 11-3289165 (State or other jurisdiction of (I.R.S Employer incorporation or organization) Identification Number) 151 Sunnyside Blvd. Plainview, New York 11803-1592 (Address of principal executive offices) ------------------- MSC Industrial Direct Co., Inc. 1998 Stock Option Plan (Full title of the plan) ------------------- Mitchell Jacobson Copy to: Chairman and Chief Executive Officer Joseph L. Getraer, Esq. MSC Industrial Direct Co., Inc. Rosenman & Colin LLP 151 Sunnyside Blvd. 575 Madison Avenue Plainview, New York 11803-1592 New York, New York 10022 (516) 349-7100 (212) 940-8800 (Name, address and telephone number of agent for service) ------------------- CALCULATION OF REGISTRATION FEE
==================================================================================== Title of Proposed maximum Proposed maximum Amount of securities to Amount to be offering price aggregate offering registration be registered registered per share(1) price(1) fee(1) ==================================================================================== Class A Common Stock, par value $0.001 per share .. 3,000,000 $ 45.125 $ 135,375,000.00 $ 39,936.00 ====================================================================================
(1) Estimated solely for the purpose of calculating the registration fee; computed, pursuant to Rule 457(c), upon the basis of the average of the high and low prices of the Class A Common Stock as quoted on the New York Stock Exchange on February 6, 1998. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE MSC Industrial Direct Co., Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). The following documents, or portions thereof, filed by the Company with the Commission pursuant to the Exchange Act (File No. 1-14130) are incorporated by reference in this Registration Statement: a. The Company's Annual Report on Form 10-K for the fiscal year ended August 30, 1997, filed with the Commission on November 26, 1997; b. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 29, 1997; and c. The information in respect of the Company's Class A common stock $.001 par value (the "Class A Common Stock") under the caption "Description of Capital Stock" contained in the Company's Registration Statement on Form S-3 (Registration No. 333-31837) filed with the Commission on July 30, 1997, as amended. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment hereto indicating 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 to be a part of this Registration Statement from the respective dates of filings of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article EIGHTH of the Company's Certificate of Incorporation and Section 722 of the New York Business Corporation Law, as amended, the law of the state in which the Company is incorporated, empowers a corporation, within certain limitations, to indemnify any person who served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a II - 1 purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. Article SEVENTH of the Company's Certificate of Incorporation, provides: No director of the Corporation shall be personally liable to the Corporation or its shareholders for damages for any breach of duty in such capacity, provided that nothing contained in this Article SEVENTH shall eliminate or limit the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated Section 719, or its successor, of the New York Business Corporation Law. ITEM 8. EXHIBITS Exhibit No. Description - ----------- ----------- 4.1 Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.01 the Company's Registration Statement on Form S-1, Registration No. 33-98832, as amended). 4.2 MSC Industrial Direct Co., Inc. 1995 Stock Option Plan (incorporated by reference to Exhibit 10.01 to the Company's Registration Statement on Form S- 1, Registration No. 33-98832, as amended). 4.3 MSC Industrial Direct Co., Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement for the Annual Meeting of Shareholders held on January 8, 1998, filed with the Commission on December 5, 1997). 5.1 Opinion of Rosenman & Colin LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Rosenman & Colin LLP (included in Exhibit 5.1). II - 2 ITEM 9. UNDERTAKINGS 1. The undersigned registrant hereby undertakes (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; (b) that, for the purpose of determining any liability under the Securities Act of 1933 (the "Act"), 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; and (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 undersigned registrant hereby undertakes that, for purposes of determining liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 4. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of II - 3 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 Act and will be governed by the final adjudication of such issue. II - 4 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 New York, State of New York, on this 13th day of February, 1998. MSC INDUSTRIAL DIRECT CO., INC. By: /s/ Mitchell Jacobson ----------------------------------------- Mitchell Jacobson Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Mitchell Jacobson Chairman of the Board February 13, 1998 - ----------------------- of Directors and Mitchell Jacobson Chief Executive Officer (Principal Executive Officer) /s/ Melvin Redman Director, President February 13, 1998 - ----------------------- and Chief Operating Melvin Redman Officer Vice Chairman of the February __, 1998 - ----------------------- Board of Directors Sidney Jacobson /s/ James Schroeder Director, Vice February 13, 1998 - ----------------------- President of James Schroeder Logistics /s/ Shelley Boxer Director, Vice February 13, 1998 - ----------------------- President and Chief Shelley Boxer Financial Officer (Principal Financial and Accounting Officer) Director February __, 1998 - ----------------------- Denis Kelly Director February __, 1998 - ----------------------- Raymond Langton II - 5 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.1 Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-1, Registration No. 33-98832, as amended). 4.2 MSC Industrial Direct Co., Inc. 1995 Stock Option Plan (incorporated by reference to Exhibit 10.01 to the Company's Registration Statement on Form S- 1, Registration No. 33-98832, as amended). 4.3 MSC Industrial Direct Co., Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit A to the Company's Proxy Statement for the Annual Meeting of Shareholders held on January 8, 1998, filed with the Commission on December 5, 1997). 5.1 Opinion of Rosenman & Colin LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Rosenman & Colin LLP (included in Exhibit 5.1). EX-5.1 2 OPINION OF ROSENMAN & COLIN LLP Exhibit 5.1 February 13, 1998 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Re: MSC Industrial Direct Co., Inc. Ladies/Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") filed by MSC Industrial Direct Co., Inc. (the "Company"), a New York corporation, with the Securities and Exchange Commission with respect to the registration of up to an aggregate of 3,000,000 shares of the Company's Class A common stock, par value $0.001 per share (the "Shares"), to be issued upon the exercise of options granted under the Company's 1998 Stock Option Plan. 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, and when the Shares to be issued are sold and paid for in the manner described in the Registration Statement, the Shares will have been validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, ROSENMAN & COLIN LLP By: /s/ Mark D. Fischer ----------------------------- A Partner EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated October 31, 1997 included in the MSC Industrial Direct Co., Inc. Form 10-K for the year ended August 30, 1997 and to all references to our Firm included in this Form S-8 registration statement. ARTHUR ANDERSEN LLP Melville, New York February 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----