-----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, Rd2dz2QDwqY2UVQZ/dJoeObImWmw4VgKeuGpFrgamyYdmtzsN814x8GpByRHgCcx uwGMZ3yAjQIZJ2I4nIgryA== 0000950123-95-002930.txt : 19951019 0000950123-95-002930.hdr.sgml : 19951019 ACCESSION NUMBER: 0000950123-95-002930 CONFORMED SUBMISSION TYPE: S-2/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951018 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACO ELECTRONICS INC CENTRAL INDEX KEY: 0000052971 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111978958 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-2/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-62559 FILM NUMBER: 95581322 BUSINESS ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5162735500 MAIL ADDRESS: STREET 1: 145 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 S-2/A 1 AMENDMENT NO. 2 TO FORM S-2 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1995 REGISTRATION NO. 33-62559 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ JACO ELECTRONICS, INC. (Exact name of registrant as specified in its charter) NEW YORK 11-1978958 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION)
------------------------ 145 OSER AVENUE, HAUPPAUGE, NEW YORK 11788 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) ------------------------ JOEL H. GIRSKY, PRESIDENT JACO ELECTRONICS, INC. 145 OSER AVENUE HAUPPAUGE, NEW YORK 11788 (NAME AND ADDRESS OF AGENT FOR SERVICE) ------------------------ (516) 273-5500 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES OF ALL COMMUNICATIONS REGARDING THIS REGISTRATION STATEMENT SHOULD BE SENT TO: STEPHEN I. BUDOW, ESQ. MARK A. KLEIN, ESQ. MORRISON COHEN SINGER & WEINSTEIN, LLP FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN 750 LEXINGTON AVENUE 9100 WILSHIRE BOULEVARD, 8TH FLOOR EAST NEW YORK, NEW YORK 10022 BEVERLY HILLS, CA 90212-3480 (212) 735-8600 (TELEPHONE) (310) 273-1870 (TELEPHONE) (212) 735-8708 (FACSIMILE) (310) 274-8293 (FACSIMILE)
------------------------ 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. /X/ If the registrant elects to deliver its latest annual report to security holders, or a complete and legible 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(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(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
- ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.10...... 1,840,000 shares(3) $12.47 $22,944,800 $7,912.00 Representatives' Warrants.......... 70,000 warrants(4) $ .001 $ 70 $ .02 Common Stock....................... 70,000 shares(5) $14.96 $ 1,047,200 $ 361.10 - ------------------------------------------------------------------------------------------------------------------- Total............................................................................................ $8,273.12 - -------------------------------------------------------------------------------------------------------------------
(1) As adjusted for a 4-for-3 stock split which was effective on September 22, 1995. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) based on the average of the high and low prices of the Registrant's Common Stock on The Nasdaq National Market on September 5, 1995 (as adjusted for a 4-for-3 stock split which was effective on September 22, 1995). (3) Includes 240,000 shares of Common Stock issuable upon exercise of the Underwriters' over-allotment option. (4) To be issued to the Representatives. (5) Issuable upon exercise of the Representatives' Warrants. This Registration Statement also relates to such indeterminate number of shares of Common Stock issuable pursuant to the anti-dilution provisions of the Representatives' Warrants. APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 JACO ELECTRONICS, INC. CROSS REFERENCE SHEET PURSUANT TO ITEM 501 OF REGULATION S-K
ITEM NO. AND CAPTION LOCATION IN PROSPECTUS - -------------------- ---------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus............................ Cover of Registration Statement; Cross Reference Sheet; Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus................... Available Information; Incorporation of Certain Documents by Reference; Inside Front Cover Page; Outside Back Cover Page 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.... Prospectus Summary; Incorporation of Certain Documents by Reference; Risk Factors 4. Use of Proceeds......................... Prospectus Summary; Use of Proceeds 5. Determination of Offering Price......... Outside Front Cover Page; Underwriting 6. Selling Shareholders.................... Prospectus Summary; Principal and Selling Shareholders 7. Plan of Distribution.................... Underwriting; Inside Front Cover Page 8. Description of Securities to be Registered......................... Description of Capital Stock 9. Interests of Named Experts and Counsel............................... Legal Matters 10. Information with Respect to the Registrant............................ Prospectus Summary; Capitalization; Selected Consolidated Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Management 11. Incorporation of Certain Information by Reference............................. Incorporation of Certain Documents by Reference 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities........................... Inapplicable
3 ITEM 16. EXHIBITS
EXHIBIT NO. -------- 1.1 Final form of Underwriting Agreement (Previously filed) 4.1 Form of Common Stock Certificate, incorporated by reference to the Company's Registration Statement on Form S-1, Commission File No. 2-91547, filed June 9, 1984, Exhibit 4.1 4.2 Final form of Representatives' Warrant Agreement (with form of Representatives' Warrant Certificate attached thereto as Exhibit A). (Previously filed) 5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP, as to the legality of the shares of Common Stock. 10.1 Sale and leaseback with Bemar Realty Company (as assignee of Hi-Tech Realty Company), incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1983, Exhibit 10(1), pages 48-312. 10.2 Amendment No. 1 to Lease between the Company and Bemar Realty Company (as assignee of Hi-Tech Realty Company), incorporated by reference to the Company's Registration Statement on Form S-1, Commission File No. 2-91547, filed June 9, 1984, Exhibit 10.2. 10.3 1993 Non-Qualified Stock Option Plan, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1993, Exhibit 10.6. 10.4 Stock Purchase Agreement, dated as of February 8, 1994 by and among the Company and Reilrop, B.V. and Guaranteed by Cray Electronics Holdings PLC, incorporated by reference to the Company's Current Report on Form 8-K, dated March 11, 1994. 10.5 1993 Stock Option Plan for Outside Directors, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 10.8. 10.6 Employment Agreement between Joel H. Girsky and the Company, dated December 29, 1989, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1990, Exhibit 10.3. 10.7 Employment Agreement between Joel H. Girsky and the Company, dated October 5, 1994, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 10.9. 10.8 Authorized Electronic Industrial Distributor Agreement, dated as of August 24, 1970 by and between AVX and the Company, incorporated by reference to the Company's Annual Report on Form 10-K, filed September 12, 1995, Exhibit 10.10. 10.9 Electronic Corporation Distributor Agreement, dated November 15, 1974, by and between Kemet and the Company, incorporated by reference to the Company's Annual Report on Form 10-K, filed September 12, 1995, Exhibit 10.11. 23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in the Opinion of Morrison Cohen Singer & Weinstein, LLP as Exhibit 5.1). 23.2 Consent of Grant Thornton LLP (included in Part II of this Registration Statement). 24.1 Power of Attorney (included in the signature page filed as a part of this Registration Statement). 99.1 General Loan and Security Agreement dated January 20, 1989, between the Company as borrower and The Bank of New York Commercial Corporation ("BNYCC") as secured party, incorporated by reference to the Company's Current Report on Form 8-K, filed January 31, 1989, Exhibit 28(1).
II-2 4
EXHIBIT NO. --------
99.2 Loan and Security Agreement -- Accounts Receivable and Inventory, dated January 20, 1989, between the Company and BNYCC, incorporated by reference to the Company's Current Report on Form 8-K filed January 31, 1989, Exhibit 28(2). 99.3 Letter of Credit and Security Agreement, dated January 20, 1989, between the Company and BNYCC, incorporated by reference to the Company's Current Report on Form 8-K filed January 31, 1989, Exhibit 28(3). 99.4 Amendment to Term Loan Notes (the "Term Notes") executed by the Company in favor of BNYCC dated January 13, 1992, together with Letters from R.C. Components, Inc., Quality Components, Inc., Micatron, Inc. and Distel, Inc., each a subsidiary of the Company and a guarantor of the obligations evidenced by the Term Notes, to BNYCC acknowledging the amendment to the Term Notes for the extension of the maturity date of each such note, incorporated by reference to the Company's 1992 10-K, Exhibit 28.4. 99.5 Amendment Nos. 1 through 4 to Loan and Security Agreement between the Company and BNYCC, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 99.5. 99.6 $1,500,000 Additional Term Loan Note, executed by the Company in favor of BNYCC, dated March 11, 1994, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 99.6. 99.7 Restated and Amended Loan and Security Agreement, dated April 25, 1995, among the Company, Nexus and BNYCC, together with an Amendment to Term Loan Note executed by the Company in favor of BNYCC and Letter executed by R.C. Components, Inc., Quality Components, Inc., Micatron Inc., Distel, Inc. and Jaco Overseas, Inc. (Previously filed) 99.8 Second Restated and Amended Loan and Security Agreement dated September 13, 1995 among Jaco Electronics, Inc., Nexus Custom Electronics, Inc., The Bank of New York Commercial Corporation and NatWest Bank, N.A. (Previously filed)
II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hauppauge, New York on October 17, 1995. JACO ELECTRONICS, INC. By: JOEL H. GIRSKY ------------------------------------ Joel H. Girsky, Chairman of the Board, President and Treasurer By: JEFFREY D. GASH ------------------------------------ Jeffrey D. Gash, Principal Financial and Accounting Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE - --------------------------------------------- ------------------------- ----------------- JOEL H. GIRSKY Chairman of the Board, October 17, 1995 President and Treasurer - --------------------------------------------- Joel H. Girsky /s/ CHARLES S. GIRSKY* Executive Vice President October 17, 1995 and Director - --------------------------------------------- Charles S. Girsky /s/ STEPHEN A. COHEN* Director October 17, 1995 - --------------------------------------------- Stephen A. Cohen /s/ EDWARD M. FRANKEL* Director October 17, 1995 - --------------------------------------------- Edward M. Frankel *By JOEL H. GIRSKY - --------------------------------------------- (Joel H. Girsky, at attorney-in-fact)
II-5 6 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION -------- ---------------------------------------------------------------------- 1.1 Final form of Underwriting Agreement (Previously filed) 4.1 Form of Common Stock Certificate, incorporated by reference to the Company's Registration Statement on Form S-1, Commission File No. 2-91547, filed June 9, 1984, Exhibit 4.1 4.2 Final form of Representatives' Warrant Agreement (with form of Representatives' Warrant Certificate attached thereto as Exhibit A). (Previously filed) 5.1 Opinion of Morrison Cohen Singer & Weinstein, LLP, as to the legality of the shares of Common Stock. 10.1 Sale and leaseback with Bemar Realty Company (as assignee of Hi-Tech Realty Company), incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1983, Exhibit 10(1), pages 48-312. 10.2 Amendment No. 1 to Lease between the Company and Bemar Realty Company (as assignee of Hi-Tech Realty Company), incorporated by reference to the Company's Registration Statement on Form S-1, Commission File No. 2-91547, filed June 9, 1984, Exhibit 10.2. 10.3 1993 Non-Qualified Stock Option Plan, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1993, Exhibit 10.6. 10.4 Stock Purchase Agreement, dated as of February 8, 1994 by and among the Company and Reilrop, B.V. and Guaranteed by Cray Electronics Holdings PLC, incorporated by reference to the Company's Current Report on Form 8-K, dated March 11, 1994. 10.5 1993 Stock Option Plan for Outside Directors, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 10.8. 10.6 Employment Agreement between Joel H. Girsky and the Company, dated December 29, 1989, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1990, Exhibit 10.3. 10.7 Employment Agreement between Joel H. Girsky and the Company, dated October 5, 1994, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 10.9. 10.8 Authorized Electronic Industrial Distributor Agreement, dated as of August 24, 1970 by and between AVX and the Company, incorporated by reference to the Company's Annual Report on Form 10-K, filed September 12, 1995, Exhibit 10.10. 10.9 Electronic Corporation Distributor Agreement, dated November 15, 1974, by and between Kemet and the Company, incorporated by reference to the Company's Annual Report on Form 10-K, filed September 12, 1995, Exhibit 10.11. 23.1 Consent of Morrison Cohen Singer & Weinstein, LLP (included in the Opinion of Morrison Cohen Singer & Weinstein, LLP as Exhibit 5.1). 23.2 Consent of Grant Thornton LLP (included in Part II of this Registration Statement).
7
EXHIBIT NO. DESCRIPTION -------- ---------------------------------------------------------------------- 24.1 Power of Attorney (included in the signature page filed as a part of this Registration Statement). 99.1 General Loan and Security Agreement dated January 20, 1989, between the Company as borrower and The Bank of New York Commercial Corporation ("BNYCC") as secured party, incorporated by reference to the Company's Current Report on Form 8-K, filed January 31, 1989, Exhibit 28(1). 99.2 Loan and Security Agreement -- Accounts Receivable and Inventory, dated January 20, 1989, between the Company and BNYCC, incorporated by reference to the Company's Current Report on Form 8-K filed January 31, 1989, Exhibit 28(2). 99.3 Letter of Credit and Security Agreement, dated January 20, 1989, between the Company and BNYCC, incorporated by reference to the Company's Current Report on Form 8-K filed January 31, 1989, Exhibit 28(3). 99.4 Amendment to Term Loan Notes (the "Term Notes") executed by the Company in favor of BNYCC dated January 13, 1992, together with Letters from R.C. Components, Inc., Quality Components, Inc., Micatron, Inc. and Distel, Inc., each a subsidiary of the Company and a guarantor of the obligations evidenced by the Term Notes, to BNYCC acknowledging the amendment to the Term Notes for the extension of the maturity date of each such note, incorporated by reference to the Company's 1992 10-K, Exhibit 28.4. 99.5 Amendment Nos. 1 through 4 to Loan and Security Agreement between the Company and BNYCC, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 99.5. 99.6 $1,500,000 Additional Term Loan Note, executed by the Company in favor of BNYCC, dated March 11, 1994, incorporated by reference to the Company's Annual Report on Form 10-K, filed October 7, 1994, Exhibit 99.6. 99.7 Restated and Amended Loan and Security Agreement, dated April 25, 1995, among the Company, Nexus and BNYCC, together with an Amendment to Term Loan Note executed by the Company in favor of BNYCC and Letter executed by R.C. Components, Inc., Quality Components, Inc., Micatron Inc., Distel, Inc. and Jaco Overseas, Inc. (Previously filed) 99.8 Second Restated and Amended Loan and Security Agreement dated September 13, 1995 among Jaco Electronics, Inc., Nexus Custom Electronics, Inc., The Bank of New York Commercial Corporation and NatWest Bank, N.A. (Previously filed)
EX-5.1 2 OPINION OF MORRISON COHEN SINGER & WEINSTEIN 1 EXHIBIT 5.1 [LETTERHEAD OF MORRISON COHEN SINGER & WEINSTEIN, LLP] October 17, 1995 Jaco Electronics, Inc. 145 Oser Avenue Hauppauge, New York 11788 Gentlemen: We furnish this opinion to be filed as Exhibit 5.1 to the Registration Statement on Form S-2 (the "Registration Statement") of Jaco Electronics, Inc. (the "Company"), Registration No. 33-62559. The Registration Statement relates to the proposed public offering by the Company and certain selling stockholders of 1,600,000 shares of Common Stock (1,840,000 shares of Common Stock if the over-allotment option described in the Registration Statement is exercised), as more particularly described in the Registration Statement. We are familiar with the proceedings taken by the Company in connection with the Registration Statement and the proposed public offering. On the basis of the foregoing and such other investigations as we have deemed necessary in connection with this opinion, and, assuming that the Registration Statement becomes and remains effective and that applicable state securities laws are complied with, we are of the opinion that the shares of Common Stock to which the Registration Statement relates will, when issued and sold in the manner contemplated in the Registration Statement, be legally issued, fully paid and nonassessable shares of Common Stock. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We further consent to the reference to our firm under the caption "Legal Matters" in the Prospectus which is part of the Registration Statement. Very truly yours, /s/ MORRISON COHEN SINGER & WEINSTEIN, LLP ------------------------------------------- Morrison Cohen Singer & Weinstein, LLP -----END PRIVACY-ENHANCED MESSAGE-----