-----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, LHojR/hnGcQaSw7rnLYeSf3KoONGict5jwEc9Yi4DnbXdkBt03tGor/5kBzAfh+K pNbUJRAM+KuMjLTrFn+A3g== 0000718074-95-000003.txt : 19951118 0000718074-95-000003.hdr.sgml : 19951118 ACCESSION NUMBER: 0000718074-95-000003 CONFORMED SUBMISSION TYPE: S-3 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951109 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NU HORIZONS ELECTRONICS CORP CENTRAL INDEX KEY: 0000718074 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 112621097 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-97370 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 6000 NEW HORIZONS BLVD CITY: AMITYVILLE STATE: NY ZIP: 11701 BUSINESS PHONE: 5162266000 MAIL ADDRESS: STREET 2: 6000 NEW HORIZONS BLVD CITY: AMITYVILLE STATE: NY ZIP: 11701 S-3 1 S-3 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 NU HORIZONS ELECTRONICS CORP. (Exact name of issuer as specified in its charter) Delaware 11-2621097 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 6000 New Horizons Boulevard Arthur Nadata, President Amityville, New York 11701 Nu Horizons Electronics Corp. (516) 226-6000 6000 New Horizons Boulevard (Address, including zip code and telephone Amityville, New York 11701 number, including area code) (Name address and telephone number, including area code of agent for service) Copy to: Neil M. Kaufman, Esq. Blau, Kramer, Wactlar & Lieberman, P.C. 100 Jericho Quadrangle Jericho, New York 11753 (516) 822-4820 Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box . 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box XX. CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Offering Price Aggregate Offering Registration Registered Per Share(1) Price(1) Fee - ----------------------------------------------------------------------------------------------- Common Stock, par value 333,333 shs. $16.00 $5,33,328 $1,839 $.0066 per share, reserved for issuance upon conversion of 8.25% Convertible Subordiated Notes(2) - ----------------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee, based on the average high and low reported sale prices on the National Association of Securities Dealers, Inc. Automated Quotations System National Market System on November 6, 1995. (2) Pursuant to Rule 416, this Registration Statement also covers any additional shares of Common Stock which may become issuable by virtue of the anti- dilution provisions of such Notes.
- ------------------------------------------------------------------------------- The Registrant hereby amends this Registration Statement on such date or dates 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. NEW HORIZONS ELECTRONICS CORP. Cross Reference Sheet Showing location in Prospectus of Information Required by Items on Form S-3
Item No. Prospectus Caption 1. Forepart of the Registration Outside Front Cover Statement and Outside Front Cover Page Page of Prospectus of Prospectus 2. Inside Front and Outside Back Cover Inside Front and Outside Pages of Prospectus Back Cover Pages of Prospectus 3. Summary Information, Risk Factors and Selected Financial Ratio of Earnings to Fixed Charges Data 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Price Outside Front Cover Page; Selling Stockholder 6. Dilution * 7. Selling Security Holders Selling Stockholder 8. Plan of Distribution Outside Front Cover Page; Plan of Distribution 9. Description of Securities to be * Registered 10. Interests of Named Experts and Counsel Legal Opinion; Experts 11. Material Changes * 12. Incorporation of Certain Information Incorporation of by Reference Certain Documents By Reference 13. Disclosure of Commission Position on * Indemnification for Securities Act Liabilities *Omitted since answer to item is negative or inapplicable
SUBJECT TO COMPLETION Dated November 9, 1995 NU HORIZONS ELECTRONICS CORP. 333,333 Shares of Common Stock $.0066 par value The 333,333 shares of Common Stock (the "Shares"), par value $.0066 per share, of Nu Horizons Electronics Corp. (the "Company") being covered by this Prospectus are being offered for sale from time to time by or for the account of Massachusetts Mutual Life Insurance Company, MassMutual Corporate Value Partners Limited, MassMutual Corporate Investors and MassMutual Participation Investors, each of whom is affiliated with each other (the "Selling Stockholders"). The Company will not receive any of the proceeds from this offering. The Shares may be offered for sale on the National Association of Securities Dealers, Inc. Automated Quotation System National Market System ("NASDAQ NMS"), in independent transactions, or otherwise and may be sold at market prices prevailing at the time of sale, at negotiated prices or at fixed prices. The Selling Stockholder and the brokers and dealers through whom sales of the Shares are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, and their commissions or discounts and other compensation may be regarded as underwriter's compensation. The Company will bear the expenses of this offering, including filing fees of approximately $5,000 in connection herewith. The Company's Common Stock is traded on the NASDAQ NMS (NASDAQ NMS symbol: NUHC). On November 6, 1995, the last reported sale price of the Company's Common Stock as reported by the NASDAQ NMS was $16.00 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is , 1995. AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission"), Washington, D.C., a Registration Statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Common Stock offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits relating thereto. For further information with respect to the Company and the shares of Common stock offered by this Prospectus, reference is made to such Registration Statement and the exhibits thereto. Statements contained in this Prospectus as to the contents of any contract or other document are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement for a full statement of the provisions thereof; each such statement contained herein is qualified in its entirety by such reference. 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, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained at the office of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549, at prescribed rates. In addition, the Company's Common Stock is listed on the National Association of Securities Dealers, Inc. Automated Quotations System National Market System, and copies of the foregoing materials and other information concerning the Company can be inspected at the offices of the National Association of Securities Dealers, Inc. at 1735 K Street N.W., Washington, D.C. 20006. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the Commission (File No. 1-8798) pursuant to the Exchange Act, are incorporated by reference in this Prospectus and shall be deemed to be a part hereof: (1) The Company's Annual Report on Form 10-K for the fiscal year ended February 29, 1995. (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended May 31, 1995 and August 31, 1995. (3) The description of the Common Stock contained in the Company's Registration Statement on Form 10 relating to the Common Stock. All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering of Common Stock shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference (except for exhibits thereto unless specifically incorporated by reference therein). Requests for such copies should be directed to the Secretary, Nu Horizons Electronics Corp., 6000 New Horizons Boulevard, Amityville, New York 11701, (516) 226-6000. THE COMPANY Nu Horizons Electronics Corp. (the "Company") and its wholly-owned subsidiary, NIC Components Corp. ("NIC"), are engaged in the distribution of high technology active and passive electronic components. Nu Horizons International Corp. (International"), another wholly-owned subsidiary, is an export distributor of electronic components. Nu Visions Manufacturing, Inc. ("NUV"), located in Springfield, Massachusetts, another wholly-owned subsidiary, is a contract assembler of circuit boards, harnesses and related electromechanical devices for various original equipment manufacturers ("OEMs"). The Company distributes active components principally to OEMs in the eastern United States. These components include commercial and military semiconductor products such as memory chips; microprocessors; digital and linear circuits; microwave, RF and fiberoptic components; transistors and diodes. The Company is a franchised distributor of active components for approximately thirty-five product lines. Pursuant to a long-term agreement, NIC is the sole North American licensee of Nippon Industries Co., Ltd., a Japanese manufacturer, for the import and distribution of Nippon's high technology line of passive chip and leaded components, including capacitors, resistors and related networks. The Company has approximately 7,000 customers. The active and passive components distributed by the Company are utilized by the electronics industry and other industries in the manufacture of sophisticated electronic products, including military and industrial instrumentation, computers and peripheral equipment, consumer electronic products, telephone and telecommunications equipment (including those incorporating cellular communications technologies), satellite communications equipment, medical equipment, automotive electronics and audio and video electronic equipment. Manufacturers of electronic components augment their marketing programs through the use of independent distributors and contract assemblers such as the Company. The Company believes that the role of these independent distributors and contract assemblers in marketing these products has been expanding. Distributors and assemblers, such as the Company, offer their customers the convenience of diverse inventories and rapid delivery, as well as design and technical assistance, and also provide product in smaller quantities than is generally available from manufacturers. Generally, companies engaged in the distribution of active and passive electronic components, such as the Company, are required to maintain a relatively significant investment in inventories and accounts receivable. To meet these requirements, the Company typically depends on internally-generated funds as well as external borrowings. Management's policy is to manage, maintain and control all inventories from its principal headquarters and stocking facility on Long Island, New York, and its stocking facility in San Jose, California. The Company and its subsidiaries also have nineteen other locations, including eighteen branch sales facilities and NUV's facility. The Company's executive offices are located at 6000 New Horizons Boulevard, Amityville, New York 11701, and its telephone number is (516) 226-6000. SELECTED FINANCIAL DATA The following selected financial data is qualified by reference to, and should be read in conjunction with, the consolidated financial statements, related Notes thereto and other financial information incorporated by reference herein. The selected financial data for the three years ended February 28, 1995 have been derived from the Company's consolidated financial statements, which have been audited by Lazar, Levine & Company LLP, independent public accountants, as indicated in their reports. The selected financial data as of August 31, 1995 and for the six months ended August 31, 1995 and 1994 have been derived from the unaudited consolidated financial statements of the Company and notes thereto incorporated by reference herein and should be read in conjunction with those unaudited consolidated financial statements and notes and reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to present fairly the data as of such date and for such periods. The results for interim periods are not necessarily indicative of results to be expected for the year. Income Statement Data:
Six Months Ended August 31, Year Ended February 28, 1995 1994 1995 1994 1993 (unaudited) Net sales . . . . . . . $94,887,858 $59,776,531 $130,251,554 $92,418,038 $60,507,620 Cost of Sales . . . . . 72,600,251 45,065,304 99,338,249 67,467,560 45,117,598 Gross Profit. . . . . . 22,287,607 14,711,227 30,913,305 24,950,478 15,390,022 Operating expenses. . . 14,487,541 10,122,107 22,094,158 15,908,490 12,464,185 Income from operations. 7,800,066 4,589,120 8,819,147 9,041,988 2,925,837 Interest expense, net of interest income. . . . (932,127) 496,579 1,375,000 492,454 361,502 Income before income taxes . .6,787,939 4,092,541 7,444,147 8,549,534 2,546,335 Provision for income taxes . .2,750,934 1,679,156 3,022,324 3,505,309 1,074,677 Net income. . . . . . . $4,837,884 $ 2,413,385 $ 4,421,823 $5,044,225 $ 1,489,658 Net income per common share. . . . . . . . . Primary. . . . . . . . $ .51 $ .31 $ .56 $ .65 $ .20 Fully Diluted. . . . . $ .43 $ .30 .52 .65 .19
Balance Sheet Data:
At August 31, 1995 At February 28, 1995 (unaudited) Working capital . . . . . . . . . $46,743,018 $36,328,941 Total assets. . . . . . . . . . . 66,235,153 51,972,606 Revolving Credit Line . . . . . . 11,250,000 4,400,000 Long-term debt, including Subordinated Convertible Notes. 15,466,898 15,595,404 Stockholders' equity. . . . . . . 26,106,946 22,541,916
For the three month period ended Aguust 31, 1995, the Company had net sales of $50,091,805, net income of $2,405,908 primary earnings per share of $.30 and fully diluted earnings per share of $.25, as compared to $31,014,547, $1,149,740, $.15 and $.14, respectively, for the three month period ended August 31, 1994. USE OF PROCEEDS The Company will not receive any proceeds from this offering. PRICE RANGE OF COMMON STOCK The Company's Common Stock is traded on the NASDAQ NMS under the symbol NUHC. The following table sets forth the high and low sales prices of the Common Stock as reported on the NASDAQ NMS for the fiscal periods indicated. See "Dividend Policy".
Common Stock ---------------------------- High Low 1994 First Quarter. . . . . . . . . . $ 6.08 $4.08 Second Quarter . . . . . . . . . 10.83 5.58 Third Quarter. . . . . . . . . . 16.50 9.25 Fourth Quarter . . . . . . . . . 12.25 7.63 1995 First Quarter. . . . . . . . . . $10.75 $8.25 Second Quarter . . . . . . . . . 8.75 5.75 Third Quarter. . . . . . . . . . 9.75 6.13 Fourth Quarter . . . . . . . . . 9.50 6.88 1996 First Quarter. . . . . . . . . . $ 9.38 $6.50 Second Quarter . . . . . . . . . 11.50 7.13 Third Quarter (through November 6). . . . . . . . . . 16.13 7.13
On November 6, 1995, the last reported sale price of the Common Stock was $16.00. As of November 6, 1995, there were approximately 2,000 holders of record of the Common Stock. The number of holders of record excludes beneficial holders whose shares are held in the name of nominees or trustees. DIVIDEND POLICY The Company has never paid any cash dividends on its Common Stock. In addition, the Company's bank loan agreement contains restrictions on the payment of cash dividends. Payment of future dividends, if any, will be dependent upon such factors as the Board of Directors shall deem appropriate. SELLING SECURITY HOLDERS The Shares being offered by this Prospectus are for the account of the Selling Stockholders in the following amounts: 166,666 Shares by Massachusetts Mutual Life Insurance Company; 66,667 shares by MassMutual Corporate Value Partners Limited; 66,667 shares by MassMutual Corporate Investors; and 33,333 Shares by MassMutual Participation Investors. The Selling Stockholders currently own an aggregate of $12,000,000 principal amount of 8.25% Subordinated Convertible Notes (the "Notes") issued by the Company in August 1994. These Notes currently are convertible into shares of Common Stock of the Company at a current conversion price of $9.00 per share. The Shares constitute the shares of Common Stock obtainable by the Selling Stockholders upon the conversion of an aggregate of $3,000,000, or 25%, of the aggregate principal amount of the Notes currently outstanding. If the Selling Stockholders convert this $3,000,000 principal amount of Notes and thereby obtain all of the Shares offered hereby, the Selling Stockholders would own in the aggregate 333,333 shares of Common Stock of the Company or approximately 4.1% of the issued and outstanding shares of Common Stock of the Company, prior to giving effect to this offering. If the Selling Stockholders were to convert the remaining Notes, the sale of the shares of Common Stock obtained thereby, if not underwritten, could have an adverse effect on the market price and liquidity of the Common Stock. PLAN OF DISTRIBUTION The Shares are traded on the NASDAQ NMS under the symbol NUHC. The Shares may be sold from time to time directly by the Selling Stockholders. Alternatively, the Selling Stockholders may from time to time offer such securities through underwriters, dealers or agents. The distribution of securities by the Selling Stockholders may be effected in one or more transactions that may take place on the over-the-counter market, including ordinary broker's transactions, privatelynegotiated transactions or through sales to one or more broker-dealers for resale of such shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Stockholders in connection with such sales of securities. At the time a particular offer of securities is made by or on behalf of a Selling Stockholders, to the extent required, a prospectus will be distributed which will set forth the number of shares being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, if any, the purchase price paid by any underwriter for shares purchased from the Selling Stockholder and any discounts, commissions or concessions allowed or reallowed or paid to dealers, and the proposed selling price to the public. LEGAL OPINION Certain legal matters in connection with this offering will be passed upon for the Company by Blau, Kramer, Wactlar & Lieberman, P.C., Jericho, New York 11753. Harvey R. Blau, a member of the firm, is a director of the Company. EXPERTS The consolidated financial statements included or incorporated by reference in this Prospectus and elsewhere in the Registration Statement, to the extent and for the periods indicated in their reports, have been audited by Lazar, Levine & Company, independent public accountants and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said Reports. No dealer, salesperson, or other person has been authorized by the Company to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such other information or representations must not be relied upon as having been so authorized by the Company. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the securities to which it relates, or an offer to or solicitation of any person in any jurisdiction in which such offer or solicitation would be unlawful. Neither delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof. TABLE OF CONTENTS Page Available Information . . . . . . . . 2 Incorporation of Certain Documents by Reference . . . . . . . . . . . . 2 The Company . . . . . . . . . . . . . 3 Selected Financial Data . . . . . . . 4 Use of Proceeds . . . . . . . . . . . 5 Price Range of Common Stock . . . . . 5 Dividend Policy . . . . . . . . . . . 5 Selling Security Holders . . . . . . 5 Plan of Distribution. . . . . . . . . 6 Legal Opinion . . . . . . . . . . . . 6 Experts . . . . . . . . . . . . . . . 6
NU HORIZONS ELECTRONICS CORP. 333,333 Common Shares PROSPECTUS November __, 1995 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Securities and Exchange Commission Filing Fee . . . . . . . . . . $ 1,829 Legal and Accounting Fees. . . . . 2,500 Miscellaneous. . . . . . . . . . . 661 Total . . . . . . . . . . . . . . $ 5,000
The Company will pay all of these expenses. Item 15. Indemnification of Directors and Officers Under provisions of the By-Laws of the Company, each person who is or was a director or officer of the Company may be indemnified by the Company to the full extent permitted or authorized by the General Corporation Law of Delaware. Under such law, to the extent that such person is successful on the merits of defense of a suit or proceeding brought against him by reason of the fact that he is a director or officer of the Company, he shall be indemnified against expenses (including attorneys' fees) reasonably incurred in connection with such action. If unsuccessful in defense of a third-party civil suit or if a criminal suit is settled, such a person may be indemnified under such law against both (1) expenses (including attorneys' fees) and (2) judgements, fines and amounts paid in settlement if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the Company, or if such suit is settled, such a person may be indemnified under such law only against expenses (including attorneys' fees) incurred in the defense or settlement of such suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company except that if such a person is adjudged to be liable in such suit for negligence or misconduct in the performance of his duty to the Company, he cannot be made whole even for expenses unless the court determines that he is fairly and reasonably entitled to indemnity for such expenses. The Company and its officers and directors of the Company are covered by officers and directors liability insurance. The policy coverage is $2,000,000, which includes reimbursement for costs and fees. There is a maximum deductible under the policy of $50,000 for each claim.
Item 16. Exhibits 1 Note Agreement dated as of August 15, 1994 between the Company and the Selling Stockholder (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended August 31, 1994). 5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C. 23.1 Consent of Lazar, Levine & Company 23.2 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. (included in Exhibit 5 hereof) 25 Powers of Attorney (included in the signature pages hereof)
Item 17. Undertakings (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended (the "Act"), each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (b) 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 Securities and Exchange 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 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. (c) The undersigned Registrant hereby undertakes: (1) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of the registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amityville, New York on the __ day of November, 1995. NU HORIZONS ELECTRONICS CORP. By:/s/ Irving Lubman Irving Lubman Chairman of the Board POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on November __, 1995 by the following persons in the capacities indicated. Each person whose signature appears below also constitutes and appoints Arthur Nadata and Paul Durando, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature Title /s/ Irving Lubman Chairman of the Board and Irving Lubman Chief Executive Officer (Principal Executive Officer) President, Treasurer and Arthur Nadata Director /s/ Richard S. Schuster Secretary, Vice President Richard S. Schuster and Director /s/ Paul Durando Vice President - Finance and Director Paul Durando (Principal Financial and Accounting Officer) Director Herbert M. Gardner /s/ Harvey R. Blau Director Harvey R. Blau Director David Siegel EX-5 2 EXHIBIT 5.1 November 9, 1995 Securities and Exchange Commission 450 Fifth Avenue Washington, D.C. 20549 Re: Nu Horizons Electronics Corp. Registration Statement on Form S-3 ---------------------------------- Gentlemen: Reference is made to the filing by Nu Horizons Electronics Corp. (the "Company") of a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, covering the registration of 333,333 shares of Common Stock of the Company, par value $.0066 per share (the "Common Stock") obtainable upon the conversion of 8.25% Convertible Subordinated Notes (the "Notes"). As counsel for the Company, we have examined its corporate records, including its Certificate of Incorporation, By-Laws, its corporate minutes, the form of its Common Stock certificate and Notes and such other documents as we have deemed necessary or relevant under the circumstances. Based upon our examination, we are of the opinion that: 1. The Company is duly organized and validly existing under the laws of the State of Delaware. 2. The shares of Common Stock subject to the Registration Statement have been duly authorized and, when issued in accordance with the terms of the Notes and the related Note Agreement, as more fully described in the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to be named in the Registration Statement and in the prospectus which constitutes a part thereof as counsel to the Company, and we hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C. EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this S-3 Registration Statement of Nu Horizons Electronics Corp. of our report dated May 18, 1995, which is included in the Company's Annual Report on Form 10-K for the year ended February 28, 1995 and the use of our name in the statements with respect to us, as appearing under the heading "Experts" in the Prospectus. /s/ Lazar, Levine & Company LLP New York, New York November 9 1995 -----END PRIVACY-ENHANCED MESSAGE-----