-----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, SqbnvRI0LKNiPoCj+LfECNXmipJGzF1L9QQMMCmfVEpnjH2K/0+OHR9cMwEaWeOd 3eUeANg9vHEx6opL8RFjlA== 0000950116-98-000633.txt : 19980323 0000950116-98-000633.hdr.sgml : 19980323 ACCESSION NUMBER: 0000950116-98-000633 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980320 EFFECTIVENESS DATE: 19980320 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNSOURCE INC CENTRAL INDEX KEY: 0001029831 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 232874736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: SEC FILE NUMBER: 333-44733 FILM NUMBER: 98569489 BUSINESS ADDRESS: STREET 1: 3000 ONE LOAN SQ CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2156653650 MAIL ADDRESS: STREET 1: 2600 ONE LOAN SQUARE CITY: PHILADELPHIA STATE: PA ZIP: 19103 POS462B 1 As filed with the Securities and Exchange Commission on March 20, 1998 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------- Form S-2 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------------- SUNSOURCE INC. (Exact name of registrant as specified in its charter) Delaware 23-2874736 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3000 One Logan Square Philadelphia, Pennsylvania 19103 (215) 282-1290 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------------- JOSEPH M. CORVINO Vice President - Finance, Chief Financial Officer, Treasurer and Secretary SunSource Inc. 3000 One Logan Square Philadelphia, Pennsylvania 19103 (215) 282-1290 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- Copies to: DONALD A. SCOTT, ESQUIRE JOHN E. RILEY, ESQUIRE Morgan, Lewis & Bockius LLP Simpson Thacher & Bartlett 2000 One Logan Square 425 Lexington Avenue Philadelphia, Pennsylvania 19103-6993 New York, New York 10017 (215) 963-5000 (212) 455-2000 --------------------------- 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, check the following box. / / ------- If the registrant elects to deliver its latest annual report to security holders, or a complete and legal facsimile thereof, pursuant to item 11(a)(1) of this Form, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-44733 -------- 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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
======================================================================================================================== Title of Each Class of Proposed Proposed Securities to be Amount to be Maximum Offering Maximum Aggregate Amount of Registered Registered Price Per Share(1) Offering Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share............ 12,004 shares $ 28.1875 $338,362.75 $ 99.82 ========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 based on the average of the high and low prices reported on the New York Stock Exchange Composite Tape on March 19, 1998. --------------------------- Incorporation By Reference of Registration Statement on Form S-2, File No. 333-44733 SunSource Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement on Form S-2 in its entirety the Registration Statement on Form S-2 (File No. 333-44733) declared effective on March 19, 1997 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein. Exhibits Set forth below is a list of the exhibits included as part of this Registration Statement.
Exhibit No. Description - ----------- ----------- 5 Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities being registered (filed as Exhibit 5 to Amendment No. 1 to Registration Statement on Form S-2 (File No. 333-44733) filed with the Commission on March 2, 1998). 23.1 Consent of Coopers & Lybrand L.L.P.* 23.2 Consent of Morgan, Lewis & Bockius LLP (contained in its opinion filed as Exhibit 5 to Amendment No. 1 to Registration Statement on Form S-2 (File No. 333-44733) filed with the Commission on March 2, 1998). 24 Powers of Attorney (included in signature page to Registration Statement on Form S-2 (File No. 333-44733) filed with the Commission on January 22, 1998).
- --------------- * Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania on March 20, 1998. SUNSOURCE INC. By: /s/ Joseph M. Corvino ----------------------------------------- Name: Joseph M. Corvino Title: Vice President-Finance, Chief Financial Officer, Treasurer and Secretary Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons, in the capacities indicated, on March 20, 1998.
Signature Title Date --------- ----- ---- * Chairman and Chief Executive Officer March 20, 1998 - ------------------------------- (Principal Executive Officer) and Donald T. Marshall Director /s/ Joseph M. Corvino Vice President-Finance, Chief Financial March 20, 1998 - ------------------------------- Officer, Treasurer and Secretary Joseph M. Corvino (Principal Financial Officer) * Controller (Principal Accounting March 20, 1998 - ------------------------------- Officer) John J. Dabrowski * Director March 20, 1998 - ------------------------------- O. Gordon Brewer, Jr. * Director March 20, 1998 - ------------------------------- Norman V. Edmonson * Director March 20, 1998 - ------------------------------- Eliot M. Fried
Signature Title Date --------- ----- ---- * Director March 20, 1998 - ------------------------------- Arnold S. Hoffman * Director March 20, 1998 - ------------------------------- Robert E. Keith, Jr. * Director March 20, 1998 - ------------------------------- John P. McDonnell * Director March 20, 1998 - ------------------------------- Ernest L. Ransome, III * Director March 20, 1998 - ------------------------------- Donald A. Scott * Director March 20, 1998 - ------------------------------- Henri I. Talerman *By: /s/ Joseph M. Corvino -------------------------- Joseph M. Corvino Attorney-in-Fact
EX-23.1 2 CONSENT OF COOPERS & LYBRAND L.L.P. Consent of Independent Accountants We consent to the incorporation by reference and inclusion in this registration statement on Form S-2 filed on March 20, 1998 pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated January 29, 1998, except for Note 22 as to which the date is February 5, 1998, on our audits of the consolidated financial statements of SunSource Inc. and to the incorporation by reference of our report dated January 29, 1997, except for Note 9 as to which the date is March 21, 1997 and Note 19 as to which the date is March 4, 1997, on our audits of the consolidated financial statements and financial statement schedules of SunSource L.P. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania March 19, 1998 -----END PRIVACY-ENHANCED MESSAGE-----