As filed with the Securities and Exchange Commission on August 25, 2004
Registration No. 333-
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HUGHES SUPPLY, INC.
(Exact name of registrant as specified in its charter)
Florida | 59-0559446 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
Corporate Office, One Hughes Way, Orlando, Florida | 32805 | |
(Address of Principal Executive Offices) | (Zip Code) |
Hughes Supply, Inc. Cash or Deferred
Profit Sharing Plan and Trust
(Full title of the plan)
David Bearman
Executive Vice President and
Chief Financial Officer
Hughes Supply, Inc.
Corporate Office
One Hughes Way
Orlando, Florida 32805
(Name and address of agent for service)
(407) 841-4755
(Telephone number, including area code, of agent for service)
Copies of Communications To:
John Z. Paré Senior Vice President, General Counsel and Secretary Hughes Supply, Inc. Corporate Office One Hughes Way Orlando, Florida 32805 (407) 841-4755 |
Tom McAleavey Holland & Knight LLP P.O. Box 1526 200 South Orange Avenue, Suite 2600 Orlando, Florida 32801 (407) 425-8500 |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered |
Amount to be Registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee | ||||
Common Stock of Hughes Supply, Inc., par value $1.00 per share |
2,000,000 | $60.08 | $120,160,000 | $15,225 | ||||
Rights to Purchase Series A Junior Participating Preferred Stock of Hughes Supply, Inc., no par value per share (3) |
2,000,000 | N/A | N/A | N/A | ||||
(1) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Also includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the employee benefit plan described herein as the result of any future stock split, stock dividend or similar adjustment of outstanding Common Stock. |
(2) | Estimated solely for the purpose of determining the registration fee and calculated in accordance with Rule 457 (h)(1) under the Securities Act based on the average high and low sales price of Hughes Supply’s Common Stock on August 19, 2004, as reported by the New York Stock Exchange (symbol: HUG). |
(3) | The rights (the “Rights”) to purchase the Series A Junior Participating Preferred Stock will be attached to and traded with shares of Hughes Supply’s Common Stock. Value attributable to such Rights, if any, will be reflected in the market price of the shares of Hughes Supply’s Common Stock. |
EXPLANATORY NOTE
This Registration Statement has been filed pursuant to General Instruction E to Form S-8 to register 2,000,000 additional shares of common stock to be offered pursuant to the Hughes Supply, Inc. Cash or Deferred Profit Sharing Plan and Trust (the “Plan”). Hughes Supply currently has an effective registration statement filed on Form S-8 relating to the Plan which registered securities of the same class as those being registered herewith that was filed on June 29, 1998 (Registration No. 333-57977), as amended by post-effective amendment No. 1 filed on August 13, 2004. The contents of that registration statement, as amended, are incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. | EXHIBITS. |
4.1 | Restated Articles of Incorporation of Hughes Supply, as amended (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarter ended April 30, 1997 as filed with the Commission). | |
4.2 | Form of Articles of Amendment to Restated Articles of Incorporation of Hughes Supply (incorporated by reference to Exhibit 99.2 to Form 8-A dated May 22, 1998 as filed with the Commission). | |
4.3 | Amended and Restated By-laws of Hughes Supply (incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended May 2, 2003 as filed with the Commission). | |
4.4 | Rights Agreement dated as of May 20, 1998 between Hughes Supply and American Stock Transfer & Trust Registrant (incorporated by reference to Exhibit 99.2 to Form 8-A dated May 22, 1998 as filed with the Commission). | |
5.1 | * | |
23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | |
24.0 | Power of Attorney (included in the signature page in Part II of the Registration Statement) |
* | Hughes Supply undertakes that it has submitted or will submit the Plan and any amendment potentially affecting the qualification thereof to the Internal Revenue Service (“IRS”) for a determination on its tax-qualified status in a timely manner and will make all changes required by the IRS in order to qualify the Plan to obtain such a determination. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Hughes Supply 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 Orlando, State of Florida, on August 25, 2004.
HUGHES SUPPLY, INC. | ||
By: |
/s/ David Bearman | |
David Bearman Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas I. Morgan and David Bearman, or any of them, his true and lawful attorneys-in-fact and agents, 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 to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date | ||
/s/ Thomas I. Morgan Thomas I. Morgan |
President and Chief Executive Officer (Principal Executive Officer) and Director |
August 25, 2004 | ||
/s/ David Bearman David Bearman |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 25, 2004 | ||
David H. Hughes |
Chairman and Director | August , 2004 | ||
/s/ John D. Baker II John D. Baker II |
Director | August 25, 2004 | ||
/s/ Robert N. Blackford Robert N. Blackford |
Director | August 25, 2004 | ||
/s/ H. Corbin Day H. Corbin Day |
Director | August 25, 2004 | ||
/s/ Vincent S. Hughes Vincent S. Hughes |
Director | August 25, 2004 | ||
/s/ Dale E. Jones Dale E. Jones |
Director | August 25, 2004 | ||
/s/ William P. Kennedy William P. Kennedy |
Director | August 25, 2004 | ||
Amos R. McMullian |
Director | August , 2004 | ||
/s/ Patrick J. Knipe Patrick J. Knipe |
Director | August 25, 2004 |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on August 25, 2004.
HUGHES SUPPLY, INC. CASH OR DEFERRED PROFIT SHARING PLAN AND TRUST | ||
By: |
/s/ David Bearman | |
David Bearman Executive Vice President and Chief Financial Officer of Hughes Supply, Inc., Plan Administrator |
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INDEX OF EXHIBITS
23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | |
24.0 | Power of Attorney (included in the signature page in Part II of the Registration Statement) |