-----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, VTrSKFBOTuEhTJM08YHrGKwVRZlCEfWkqpYcWwJX/xfjBJXlho3Y9slNYPmqHLBz 7zK4/h/hNJIBZNP1b2nQtA== 0000899243-97-001829.txt : 19970922 0000899243-97-001829.hdr.sgml : 19970922 ACCESSION NUMBER: 0000899243-97-001829 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-34045 FILED AS OF DATE: 19970917 EFFECTIVENESS DATE: 19970917 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000793024 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 741763541 STATE OF INCORPORATION: TX FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-35865 FILM NUMBER: 97682025 BUSINESS ADDRESS: STREET 1: 7433 HARWIN DR CITY: HOUSTON STATE: TX ZIP: 77036-2015 BUSINESS PHONE: 7137807770 MAIL ADDRESS: STREET 1: 7433 HARWIN DRIVE CITY: HOUSTON STATE: TX ZIP: 77036-2015 S-3MEF 1 FORM S-3 (462-B) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997 REGISTRATION NO. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ KENT ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter)
TEXAS 74-1763541 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7433 HARWIN DRIVE STEPHEN J. CHAPKO HOUSTON, TEXAS 77036 7433 Harwin (713) 780-7770 HOUSTON, TEXAS 77036 (Address, including zip code, and telephone number, (713) 780-7770 including area code, of registrant's (Name, address, including zip code, and telephone number, principal executive offices) including area code, of agent for service)
Copies to:
GENE G. LEWIS JOE S. POFF LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. BAKER & BOTTS, L.L.P. 3400 TEXAS COMMERCE TOWER ONE SHELL PLAZA 600 TRAVIS 910 LOUISIANA HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002 (713) 226-1200 (713) 229-1234
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. _______________ 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. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-34045 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 MAXIMUM TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE - --------------------------------------------------------------------------------------- 4 1/2% Convertible Subordinated Notes Due 2004 $ 34,500,000 $ 10,455 - --------------------------------------------------------------------------------------- Common Stock, without par value (3) -- - --------------------------------------------------------------------------------------- Rights (4) -- =======================================================================================
(1) Includes $4,500,000 principal amount of 4 1/2% Convertible Subordinated Notes due 2004 (the "Notes") which may be purchased pursuant to an over- allotment option granted by the Registrant to the Underwriters. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). (3) Includes such indeterminate number of shares of Common Stock as may be issuable upon conversion of the Notes registered hereby. (4) The Rights trade with and are evidenced by the Certificates representing the Common Stock. There is one-third of a Right associated with each share of Common Stock. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock. _______________ EXPLANATORY STATEMENT This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The contents of the Registrant's Registration Statement on Form S-3 (including exhibits) (Registration No. 333- 34045), filed with the Securities and Exchange Commission (the "Commission") on August 21, 1997, as amended by Amendment No. 1 thereto filed with the Commission on September 15, 1997 and declared effective by the Commission on September 17, 1997, including all prospectuses filed pursuant thereto in accordance with Rule 424 promulgated under the Securities Act and each of the documents incorporated or deemed to be incorporated by reference therein, are hereby incorporated into this Registration Statement by reference. EXHIBITS 5.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 8.1 -- Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 23.1 -- Consent of Grant Thornton LLP. 23.2 -- Consents of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included as part of Exhibits 5.1 and 8.1). 24.1 -- Powers of Attorney. Incorporated by reference to the signature page of the Company's Registration Statement on Form S-3 (Registration No. 333-34045) filed with the Commission on August 21, 1997. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on September 17, 1997. KENT ELECTRONICS CORPORATION By: /s/ Morrie K. Abramson ___________________________________ (Morrie K. Abramson, Chairman of the Board, Chief Executive Officer and President) Signature Title Date --------- ----- ---- /s/ Morrie K. Abramson Chairman of the Board, September 17, 1997 ____________________________ Chief Executive Officer, Morrie K. Abramson President and Director (Principal Executive Officer) /s/ Stephen J. Chapko Executive Vice President, September 17, 1997 ____________________________ Treasurer and Secretary Stephen J. Chapko Chief Financial Officer (Principal Financial Officer) * Vice President, September 17, 1997 ____________________________ Corporate Controller David D. Johnson (Principal Accounting Officer) * Director September 17, 1997 ____________________________ Terrence M. Hunt * Director September 17, 1997 ____________________________ Max S. Levit * Director September 17, 1997 ____________________________ David Siegel * Director September 17, 1997 ____________________________ Richard C. Webb * Director September 17, 1997 ____________________________ Alvin L. Zimmerman *By: /s/ Morrie K. Abramson _______________________ Morrie K. Abramson, Attorney-in-Fact 2 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 September 17, 1997 Kent Electronics Corporation 7433 Harwin Drive Houston, Texas 77036 Ladies and Gentlemen: We have acted as counsel for Kent Electronics Corporation, a Texas corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale by the Company of (i) $30,000,000 aggregate principal amount of Convertible Subordinated Notes Due 2004 (the "Notes") ($34,500,000 aggregate principal amount of the Notes if the Underwriter's over-allotment option is exercised) and (ii) an indeterminate number of shares of the Company's common stock, without par value, issuable upon conversion of the Notes (the "Conversion Shares"). The terms and conditions of such offering and sale are described in the Registration Statement on Form S-3 (Registration No. 333-34045) filed by the Company with the Securities and Exchange Commission on August 21, 1997, as amended (the "Initial Registration Statement") which is incorporated by reference in the Registration Statement on Form S-3 filed by the Company on September 17, 1997 (the "Registration Statement"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents and instruments: (i) the Registration Statement; (ii) the Initial Registration Statement, (iii) the Form of Indenture proposed to be entered into between the Company, as Issuer, and Texas Commerce Bank National Association, as Trustee, governing the Notes that is incorporated by reference in the Registration Statement (the "Indenture"); (iv) certain corporate documents and records of the Company, including its Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, minutes of meetings of its directors and shareholders and written consents evidencing action taken by its directors and shareholders in lieu of meetings; and (v) such other records, documents, and instruments as in our judgment are necessary or appropriate to enable us to render this opinion. With respect to certain factual matters we have relied on statements of officers of the Company. Kent Electronics Corporation September 17, 1997 Page 2 Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that: 1. the Notes are duly authorized, and when executed and authenticated in the manner set forth in the Indenture and when duly delivered against payment of the agreed consideration therefor in accordance with the Indenture and the Underwriting Agreement incorporated by reference in the Registration Statement, will be valid and binding obligations of the Company entitled to the benefits of, and subject to the restrictions in, the Indenture; and 2. the Conversion Shares issuable upon conversion of the Notes have been duly authorized and reserved for issuance upon such conversion, and when issued upon conversion of the Notes in accordance with the terms of the Indenture, will have been validly issued, fully paid and nonassessable. This opinion is furnished to you solely for use in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "LEGAL MATTERS" in the Initial 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 and the rules and regulations thereunder. Very truly yours, Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. EX-8.1 3 EXHIBIT 8.1 EXHIBIT 8.1 September 17, 1997 Kent Electronics Corporation 7433 Harwin Drive Houston, Texas 77036 Ladies and Gentlemen: We have acted as tax counsel for Kent Electronics Corporation, a Texas corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale by the Company of (i) $30,000,000 aggregate principal amount of Convertible Subordinated Notes Due 2004 (the "Notes") ($34,500,000 aggregate principal amount of the Notes if the Underwriter's over-allotment option is exercised) and (ii) an indeterminate number of shares of the Company's common stock, without par value, issuable upon conversion of the Notes (the "Conversion Shares"). The terms and conditions of such offering and sale are described in the Registration Statement on Form S-3 (Registration No. 333-34045) filed by the Company with the Securities and Exchange Commission on August 21, 1997, as amended (the "Initial Registration Statement") which is incorporated by reference in the Registration Statement on Form S-3 filed by the Company on September 17, 1997 (the "Registration Statement"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents and instruments: (i) the Registration Statement; (ii) the Initial Registration Statement; (iii) the Form of Indenture proposed to be entered into between the Company, as Issuer, and Texas Commerce Bank National Association, as Trustee, governing the Notes that is incorporated by reference in the Registration Statement (the "Indenture"); and (iv) such other documents as we have deemed necessary or appropriate in order to enable us to render our opinion. Our opinion is based and conditioned upon the initial and continuing accuracy of the facts and the factual matters assumed as set forth in the Initial Registration Statement and the Indenture regarding the offering and terms of the Notes and Conversion Shares issuable upon conversion of the Notes. Our opinion is also based upon existing provisions of the Internal Revenue Code of 1986, as amended, regulations promulgated or proposed thereunder and interpretations thereof by the Internal Revenue Service and the courts, all of which are subject to change with prospective or retroactive effect, and our opinion could be adversely affected or rendered obsolete by any such change. Kent Electronics Corporation September 17, 1997 Page 2 Based on the foregoing, we are of the opinion that the discussion and legal conclusions set forth in the Initial Registration Statement under the caption "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" are accurate and complete in all material respects and constitute our opinion of the material tax considerations to initial holders of the Notes and shares of Common Stock issuable upon conversion of the Notes. This opinion is furnished to you solely for use in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "LEGAL MATTERS" in the Initial 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 and the rules and regulations thereunder. Very truly yours, Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. EX-23.1 4 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our reports dated May 5, 1997, accompanying the consolidated financial statements of Kent Electronics Corporation contained in the Registration Statement and Prospectus and accompanying the financial statements and schedule included in the Annual Report on Form 10-K/A for the year ended March 29, 1997, which is incorporated by reference in the Registration Statement and Prospectus. We consent to the use and incorporation by reference of the aforementioned reports in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Experts". /s/ Grant Thornton LLP ----------------------- GRANT THORNTON LLP Houston, Texas September 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----