As filed with the Securities and Exchange Commission on August 1, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARROW ELECTRONICS, INC.
(Exact Name of Registrant as Specified in its Charter)
New York |
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11-1806155 |
(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
9201 East Dry Creek Road
Centennial, Colorado 80112
(Address of Principal Executive Offices)
Arrow Electronics, Inc. 2004 Omnibus Incentive Plan
(Full Title of the Plan)
Lily Hughes
Senior Vice President, Chief Legal Officer
and Corporate Secretary
Arrow Electronics, Inc.
9201 East Dry Creek Road
Centennial, Colorado 80112
(303) 824-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Garth B. Jensen, Esq.
Sherman & Howard L.L.C.
633 Seventeenth Street, Suite 3000
Denver, CO 80202
(303) 297-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
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Accelerated filer o |
Non-accelerated filer o |
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Smaller reporting company o |
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Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of Securities |
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Amount to be |
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Proposed |
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Proposed |
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Amount of |
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Common Stock, $1.00 par value per share |
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4,900,000 shares |
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71.30 |
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$ |
349,370,000 |
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42,344 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of common stock.
(2) The offering price of $71.30 per share is estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of computing the amount of the registration fee and is based upon the average of the high and low prices of the Registrants common stock on July 30, 2019, as reported on the New York Stock Exchange.
EXPLANATORY NOTE
This Registration Statement relates to the registration of 4,900,000 additional shares of the common stock, par value $1.00 per share, of Arrow Electronics, Inc. (the Company) reserved for issuance pursuant to the Companys 2004 Omnibus Incentive Plan, as amended (the Plan), and consists of only those items required by General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registration statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on August 25, 2004 (File No. 333-118563) pertaining to the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, together with the subsequent registrations of additional shares filed with the Commission on Form S-8 on October 23, 2008 (File No. 333-154719), October 31, 2012 (File No. 333-184671), and October 29, 2015 (File No. 333-207660), are all incorporated by reference into this Registration Statement.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:
b. The Companys Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30, 2019, filed on May 2, 2019, and June 29, 2019, filed on August 1, 2019;
c. The Companys Current Reports on Form 8-K filed on January 2, 2019, May 9, 2019, July 1, 2019 and July 15, 2019; and
All reports and other documents subsequently filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered herein 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 hereof from the date of filing of such documents, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K.
Item 8. Exhibits
Exhibit No. |
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Description | |
4.1 |
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4.2 |
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5.1 |
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10.1 |
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23.1 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.* |
23.2 |
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Consent of Sherman & Howard, L.L.C. (included in Exhibit 5.1).* |
24.1 |
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Power of Attorney (included on the signature page of this registration statement).* |
* Filed herewith.
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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Centennial, Colorado, on the 1st day of August, 2019.
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ARROW ELECTRONICS, INC. | |
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By: |
/s/ Lily Hughes |
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Lily Hughes |
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Senior Vice President, Chief Legal Officer and Corporate Secretary |
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute and appoint Michael J. Long, Chris D. Stansbury and Lily Y. Hughes, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution to execute, deliver and file with the Securities and Exchange Commission, for and on his behalf, and in any and all capacities, any and all amendments (including post-effective amendments) to this Registration Statement with all exhibits thereto and other documents in connection therewith, 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 may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Title |
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Date |
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/s/ Michael J. Long |
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Chairman, President and Chief Executive Officer |
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August 1, 2019 |
Michael J. Long |
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/s/ Chris D. Stansbury |
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Senior Vice President, Chief Financial Officer and Principal Accounting Officer |
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August 1, 2019 |
Chris D. Stansbury |
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/s/ Barry W. Perry |
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Lead Independent Director |
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August 1, 2019 |
Barry W. Perry |
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/s/ Philip K. Asherman |
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Director |
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August 1, 2019 |
Philip K. Asherman |
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/s/ Steven H. Gunby |
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Director |
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August 1, 2019 |
Steven H. Gunby |
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/s/ Gail E. Hamilton |
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Director |
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August 1, 2019 |
Gail E. Hamilton |
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/s/ Richard S. Hill |
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Director |
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August 1, 2019 |
Richard S. Hill |
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/s/ M. F. Keeth |
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Director |
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August 1, 2019 |
M. F. Keeth |
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/s/ Andrew C. Kerin |
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Director |
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August 1, 2019 |
Andrew C. Kerin |
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/s/ Laurel J. Krzeminski |
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Director |
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August 1, 2019 |
Laurel J. Krzeminski |
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/s/ Stephen C. Patrick |
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Director |
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August 1, 2019 |
Stephen C. Patrick |
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[Letterhead of Sherman & Howard L.L.C.]
August 1, 2019
Arrow Electronics, Inc.
9201 East Dry Creek Road
Centennial, Colorado 80112
Re: Arrow Electronics, Inc. Form S-8 Registration Statement
Ladies and Gentleman:
Reference is made to the registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the Commission) on or about August 1, 2019 (the Registration Statement) by Arrow Electronics, Inc., a New York corporation (the Company), for the purpose of registering under the Securities Act of 1933, as amended (the Act), 4,900,000 shares of its common stock, $1.00 par value per share (the Common Stock), which may be offered and issued under the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (the Plan).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies of all documents, corporate records or other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures on all original documents, the legal competency of each individual executing any such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as photocopies of originals. As to facts material to our opinions, we have relied, without independent verification, upon certificates, documents, statements and other information of the Company or representatives or officers thereof.
In all such examinations, we have assumed, without independent investigation or inquiry, the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. We have relied as to factual matters upon and have assumed the accuracy
of, the statements made in a certificate of an officer of the Company delivered to us and the certificates and other statements or information of or from public officials and officers and representatives of the Company.
Based on the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the shares of Common Stock, when issued, delivered and paid for as contemplated by the Registration Statement and in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
We express no opinion as to the laws other than the Business Corporation Law of the State of New York. We express no opinion with respect to the blue sky securities laws of any state, including New York.
We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Sincerely, |
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Sherman & Howard L.L.C. |
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Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 4,900,000 shares of common stock of Arrow Electronics, Inc. pertaining to the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, as amended, of our reports dated February 7, 2019, with respect to the consolidated financial statements of Arrow Electronics, Inc. and the effectiveness of internal control over financial reporting of Arrow Electronics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
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Denver, Colorado |
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August 1, 2019 |
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