-----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, RRiOvA4ND5Ene3XUieZd29rdP/zayz7wdpV41O4/nvnjvDjjtyayHCvqYGGXuv3C udNkPuo6NyyYJkmqi9cpgQ== 0001157523-07-000065.txt : 20070104 0001157523-07-000065.hdr.sgml : 20070104 20070104121029 ACCESSION NUMBER: 0001157523-07-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070102 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070104 DATE AS OF CHANGE: 20070104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW ELECTRONICS INC CENTRAL INDEX KEY: 0000007536 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 111806155 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04482 FILM NUMBER: 07507948 BUSINESS ADDRESS: STREET 1: 25 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163911300 MAIL ADDRESS: STREET 1: 50 MARCUS DR CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 a5303626.txt ARROW ELECTRONICS, INC. 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 2, 2007 --------------- ARROW ELECTRONICS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) NEW YORK 1-4482 11-1806155 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 50 MARCUS DRIVE, MELVILLE, NEW YORK 11747 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (631) 847-2000 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 2, 2007, Arrow Electronics, Inc. (the "Company") issued a press release announcing that the Company signed a definitive agreement pursuant to which the Company will acquire substantially all of the assets and operations of the KeyLink Systems Group distribution business of Agilysys, Inc. The definitive agreement was entered into on January 2, 2007 by and among the Company, Arrow Electronics Canada Ltd., Support Net, Inc. (a subsidiary of the Company), Agilysys, Inc. and Agilysys Canada Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired: Not applicable. (b) Pro Forma Financial Information: Not applicable. (c) Shell Company Transactions: Not applicable. (d) Exhibits: EXHIBIT NO. DESCRIPTION --- ----------- 99.1 Press Release issued by Arrow Electronics, Inc. dated January 2, 2007 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARROW ELECTRONICS, INC. Date: January 4, 2007 By: /S/ Peter S. Brown --------------------------------------- Name: Peter S. Brown Title: Senior Vice President and General Counsel EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION --- ----------- 99.1 Press Release issued by Arrow Electronics, Inc. dated January 2, 2007. 3 EX-99.1 2 a5303626ex99_1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Arrow Electronics to Acquire the Agilysys KeyLink Systems Group --Arrow to Become Leading Distributor of IBM and HP Enterprise Products-- --Further Increases Revenues From Fast Growing Storage and Software Markets-- --Acquisition Immediately Accretive Post Closing-- MELVILLE, N.Y.--(BUSINESS WIRE)--Jan. 2, 2007--Arrow Electronics, Inc. (NYSE:ARW) announced today that it has signed a definitive agreement pursuant to which Arrow will acquire substantially all of the assets and operations of the Agilysys KeyLink Systems Group ("KeyLink"), a leading enterprise computing solutions distributor, for $485 million in cash. Arrow will also enter into a long-term procurement agreement with the Agilysys Enterprise Solutions Group, Agilysys' value-added reseller business. Based in Cleveland, Ohio, KeyLink is a leading value-added distributor of enterprise servers, storage and software in the United States and Canada. Through approximately 500 employees, KeyLink provides complex solutions from industry leading manufacturers to more than 800 reseller partners. Pro forma sales for the 2006 calendar year are expected to be approximately $1.6 billion, which include revenues that will be associated with the above-mentioned procurement agreement. "With this acquisition, we will become the leading distributor of enterprise products for both International Business Machines Corp. and Hewlett Packard Company, as well as the leading value-added distributor of storage and software," stated William E. Mitchell, chairman, president and chief executive officer of Arrow Electronics, Inc. "Keylink is a natural complement to our existing enterprise computing solutions business with its value-added approach and its resellers' focus on small and medium sized customers," added Mr. Mitchell. "Our partnership will create significant cross selling opportunities to further accelerate our growth in the global enterprise computing solutions distribution market. All field sales positions will remain intact to ensure that we will continue to provide our customers and suppliers with superior levels of service," stated M. Catherine Morris, president, Arrow Enterprise Computing Solutions. "We believe KeyLink will further benefit from Arrow's considerable global scale, vast customer base, strong financial resources and leadership in the technology distribution market," said Arthur Rhein, chairman, president and chief executive officer of Agilysys. "As a result of this transaction, both Agilysys and Keylink will be better positioned to achieve their full potential as Agilysys focuses solely on growing its information technology solutions business. We wish Arrow well as they continue to grow their business," added Mr. Rhein. "The acquisition is expected to be $.18 to $.22 accretive in the first twelve months and will further strengthen our industry leading return on invested capital, while generating an expected $30 million in operating cash flow annually," added Paul J. Reilly, senior vice president and chief financial officer of Arrow Electronics, Inc. The transaction, which will be funded with cash-on-hand plus borrowings under Arrow's existing committed liquidity facilities, is subject to customary closing conditions, including obtaining the necessary government approvals, and is expected to be completed within 90 days. Goldman, Sachs & Co. acted as financial advisor and Milbank, Tweed, Hadley & McCloy LLP acted as legal counsel to Arrow in connection with this transaction. A conference call and audio webcast relating to this announcement have been scheduled for January 3, 2007 at 10 AM eastern time. The call is accessible by telephone at 800-811-8824 (toll-free) or 913-981-4903 for participants outside the United States and Canada. The access code is 2453171. An audio replay of the call will be available through January 10, 2007. The replay numbers are 888-203-1112 for the United States and Canada and 719-457-0820 for callers from other countries. The access code is 2453171. To access the live webcast, visit www.arrow.com/investor. The webcast replay will be available through January 17, 2007. Arrow Electronics (www.arrow.com) is a major global provider of products, services and solutions to industrial and commercial users of electronic components and computer products. Headquartered in Melville, New York, Arrow serves as a supply channel partner for nearly 600 suppliers and more than 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of over 270 locations in 53 countries and territories. Information Relating to Forward-Looking Statements This press release includes forward-looking statements that are subject to numerous assumptions, risks and uncertainties which could cause actual results or facts to differ materially from such statements for a variety of reasons, including, but not limited to: industry conditions, the company's ongoing planned implementation of its new global financial system and new enterprise resource planning system, changes in product supply, pricing and customer demand, competition, other vagaries in the electronic components and computer products markets, changes in relationships with key suppliers, increased profit margin pressure, the effects of additional actions taken to become more efficient or lower costs, and the company's ability to generate additional cash flow. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update publicly or revise any of the forward-looking statements. CONTACT: Arrow Electronics, Inc. Ira M. Birns, 631-847-1657 Vice President & Treasurer or Paul J. Reilly, 631-847-1872 Senior Vice President & Chief Financial Officer or Media: Jacqueline F. Strayer, 631-847-2101 Vice President, Corporate Communications -----END PRIVACY-ENHANCED MESSAGE-----