-----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, Hm7EI3bTs6Kx9YqK1u+MS7oObybaiGu89q86B9p+RUZy606EaCXzvVg9St9RCf+a OzQ4ptf6iNTprENxkCh0Hg== 0000907098-96-000054.txt : 19960604 0000907098-96-000054.hdr.sgml : 19960604 ACCESSION NUMBER: 0000907098-96-000054 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960603 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN ELECTRONICS CORP CENTRAL INDEX KEY: 0000800286 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 222715444 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05043 FILM NUMBER: 96575958 BUSINESS ADDRESS: STREET 1: 4916 N ROYAL ATLANTA DR CITY: TUCKER STATE: GA ZIP: 30085 BUSINESS PHONE: 7709418962 MAIL ADDRESS: STREET 1: 4916 NORTH ROYAL ATLANTA DRIVE CITY: TUCKER STATE: GA ZIP: 30085 S-3 1 As filed with the Securities and Exchange Commission on June 3, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOUTHERN ELECTRONICS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 22-2715444 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4916 North Royal Atlanta Drive Tucker, Georgia 30085 (770) 491-8962 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) LARRY G. AYERS Vice President-Finance, Chief Financial Officer, Secretary and Treasurer Southern Electronics Corporation 4916 North Royal Atlanta Drive Tucker, Georgia 30085 (770) 491-8962 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of Communications to: LEONARD A. SILVERSTEIN, ESQ. Long, Aldridge & Norman, LLP One Peachtree Center, Suite 5300 303 Peachtree Street Atlanta, Georgia 30308-3201 (404) 527-4000 Approximate date of commencement of proposed sale to the public: From time to time after the 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 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. X 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. 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. ii CALCULATION OF REGISTRATION FEE Title of shares Amount Proposed maximum Proposed maximum Amount of to be to be offering price per aggregate offering registration registered registered share(1) price(1) fee(1) Common Stock, $.01 par value per share 2,594,534 $6.00 $15,567,204 $5,368
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee are based upon the average of the high and low prices of the Registrant's Common Stock as reported in the consolidated reporting system on May 28, 1996. 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PROSPECTUS 2,594,534 Shares SOUTHERN ELECTRONICS CORPORATION Common Stock The 2,594,534 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of Southern Electronics Corporation (the "Company") offered hereby are being offered for the account of certain selling stockholders (the "Selling Stockholders"). The Company will not receive any proceeds from the sale of the Shares. See "Selling Stockholders." The Selling Stockholders may sell the Shares offered hereby from time to time, with such sales to consist of transactions effected through registered broker dealers on the Nasdaq National Market or such other national securities exchange or automated interdealer quotation system on which shares of the Company's Common Stock are then listed at market prices prevailing at the time of the sale. Such brokers or dealers may receive compensation in the form of commissions or otherwise in such amounts as may be negotiated by them. As of the date of this Prospectus, no agreements have been reached for the sale of the Shares or the amount of any compensation to be paid to brokers or dealers in connection therewith. The Company will bear the expenses in connection with the registration of the Shares being offered hereby, including the fees of counsel to the Company, and the Selling Stockholders will bear the expenses in connection with the sale of the Shares, including commissions, concessions or discounts to brokers or dealers and fees and expenses of counsel or other advisors to the Selling Stockholders. See "Plan of Distribution." To the extent that any of the Shares offered hereby remain unsold upon the termination of this offering, it is anticipated that the Selling Stockholders will be eligible to resell such Shares pursuant to Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as amended (the "1933 Act"). The Common Stock of the Company is listed on the Nasdaq National Market under the trading symbol "SECX." On May 28, 1996, the last reported sale price of the Company's Common Stock on the Nasdaq National Market was $6.00 per share. The Common Stock offered hereby involves a high degree of risk. See "Risk Factors" at page 2. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES 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 June __, 1996. 2 No person has been authorized in connection with this offering to give any information or to make any representation not contained or incorporated by reference in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sales hereunder shall under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or the dates as of which information is otherwise set forth or incorporated by reference herein. This Prospectus does not constitute an offer to sell or a solicitation of an offer to purchase any securities other than those to which it relates or an offer to any person in any jurisdiction where such offer or solicitation would be unlawful. RISK FACTORS Vendor Relations. Although the Company purchases goods from more than 140 vendors, it has negotiated favorable terms from certain manufacturers by purchasing a substantial portion of its products from them. During fiscal 1995, the Company purchased approximately 23% of its inventory from two vendors. The Company's loss of either of these vendors could materially adversely affect the Company. No other vendor accounted for more than 10% of the Company's purchases in fiscal 1995. There can be no assurance that the Company will be able to maintain its existing vendor relationships or secure additional vendors as needed. Competition. The microcomputer and cellular telephone distribution industries are intensely competitive and are characterized by pricing pressures and, in some cases, short product cycles. Distributors that compete with the Company include national distributors, other regional distributors and manufacturers' direct sales organizations, many of which have substantially greater technical, financial and other resources than the Company. The Company's ability to compete favorably is, in large part, dependent upon its availability to control inventory and other operating costs, react timely and appropriately to short- and long- term trends and competitively price its products while preventing erosion of its margins. There is no assurance that the Company will be able to continue to do so. Control by Current Stockholders. The principal stockholders, directors and officers of the Company beneficially own 3,009,046 shares of Common Stock, inclusive of stock options for 613,416 shares of Common Stock exercisable within 60 days of the date hereof, which represent 37.9% of the issued and outstanding shares of Common Stock of the Company. AVAILABLE INFORMATION Additional information regarding the Company and the Shares offered hereby is contained in the Registration Statement on Form S-3 (of which this Prospectus forms a part) and the exhibits relating thereto (the "Form S-3 Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the 1933 Act. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements, information statements and other information with the Commission. Such reports, proxy statements, information statements and other information can be inspected and copied at the public reference facilities 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 Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and other information also may be inspected at the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006-1500. 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the Commission pursuant to the 1934 Act hereby are incorporated by reference into this Prospectus as of their respective dates: (1) The Company's Annual Report on Form 10-K for the year ended June 30, 1995; (2) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995; (3) The Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1995; (4) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (5) The Company's Current Report on Form 8-K dated December 15, 1995 and Amendment No. 1 to Form 8-K/A dated February 26, 1996 amending the Company's Current Report on Form 8-K dated December 15, 1995; and (6) The description of the Common Stock as contained in the Company's Registration Statement on Form 8-A (Registration No. 0-16345) as filed with the Commission on October 28, 1991. In addition, all reports and documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents. The Company will provide without charge to each person to whom this Prospectus is delivered, at the request of such person, a copy of any or all of the foregoing documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into the foregoing documents). The Company also will provide without charge upon request a copy of the Company's latest Annual Report to Stockholders. Requests should be directed to Larry G. Ayers, Vice President-Finance, Chief Financial Officer, Secretary and Treasurer, Southern Electronics Corporation, 4916 North Royal Atlanta Drive, Tucker, Georgia 30085; Telephone No. (770) 491-8962. 4 THE COMPANY General The Company, through its wholly-owned operating subsidiary, SED, is a distributor of microcomputers, computer peripheral products and cellular telephone products. These products are sold through a centralized telemarketing sales force to an active, nonexclusive, nationwide customer base of over 9,000 value-added resellers ("VARs") and dealers of microcomputer products located primarily in the Southeastern United States, dealers and resellers located in Latin America and resellers of cellular telephones located primarily in Southeastern and South-Central United States. The Company's principal executive offices are located at 4916 North Royal Atlanta Drive, Tucker, Georgia 30085, and its telephone number is (770) 491-8962. The Company distributes from its distribution facilities in Tucker, Georgia and Miami, Florida computer-related products of nationally recognized manufacturers such as AOC International (USA) Ltd., Cyrix Corporation, Epson America, Inc., Hewlett-Packard Company, Maxtor Corporation, Panasonic Communications & Systems Company and Seagate Technology, Inc. The Company also distributes cellular telephone products from these facilities and is a direct distributor of NEC America, Inc. and an indirect distributor of other nationally recognized cellular telephone product manufacturers such as Motorola Cellular Subscriber Group, Nokia Mobile Phones and Toshiba America Consumer Products, Inc. The Company and SED were organized in June 1986 and acquired substantially all of the assets of Southern Electronics Distributors, Inc., a Georgia corporation (the "Predecessor"), on July 2, 1986. The Company, through SED, is conducting the business formerly operated by the Predecessor. The Predecessor originally was engaged in the business of wholesale distribution of consumer electronics products primarily to independent retailers in small-to-medium-sized markets in the Southeastern United States. In response to a perceived consolidation in the retail consumer electronics market resulting from increased competition, the Company began shifting its product mix by the end of fiscal 1987 toward microcomputers and computer peripheral products. The Company added sales of cellular telephone products during fiscal 1988. The Company substantially completed its strategic refocusing by the end of fiscal 1988. SELLING STOCKHOLDERS The Selling Stockholders are SED Associates, a Georgia general partnership ("SED Associates"), ZS SED L.P., a Delaware limited partnership ("ZS SED"), ZS Southern L.P., a Delaware limited partnership ("ZS Southern"), David Steiner, Enrique Dillon, Norberto Roman and Jorge E. Stein. Of the 2,594,534 Shares offered hereby (35.4% of the presently outstanding shares of Common Stock as of May 15, 1996), 733,101 Shares, 843,623 Shares and 742,810 Shares beneficially are owned by and offered for the accounts of SED Associates, ZS SED and ZS Southern, respectively. In addition, 175,000 Shares beneficially are owned by and offered for the account of David Steiner, 50,000 Shares beneficially are owned by and offered for the account of Enrique Dillon and 25,000 Shares each beneficially are owned by and offered for the respective accounts of Messrs. Roman and Stein. Prior to this offering, SED Associates, ZS SED and ZS Southern owned of record 733,101, 843,623 and 742,810 shares of Common Stock, respectively, and Messrs. Steiner, Dillon, Roman and Stein owned of record 175,000, 50,000, 25,000 and 25,000 shares of Common Stock, respectively. If all of the Shares offered by the Selling Stockholders are sold, none of the preceding persons or entities will have beneficial ownership of any shares of the Company's Common Stock. SED Associates is a general partnership whose general partners are Gerald Diamond, Mark Diamond, Trust FBO Julie Diamond Paterson, and ZS Partners, a New York general partnership of which Messrs. Michel Zaleski and Ned L. Sherwood are its general partners. Messrs. Zaleski and Sherwood also serve as general partners of ZS SED and ZS Southern. Gerald Diamond serves as Chairman of the Board and Chief Executive Officer of the Company and formerly served as the Company's President; Mr. Zaleski serves as a director of the 5 Company and SED and formerly served as Vice President of the Company and of SED; Mark Diamond serves as Executive Vice President of the Company and of SED; and Mr. Sherwood formerly served as a director of the Company and SED. Mark Diamond and Julie Diamond Paterson are the son and daughter, respectively, of Gerald Diamond. SED Associates, ZS SED and ZS Southern purchased their respective shares from the Company pursuant to a Subscription and Stockholders Agreement dated July 2, 1986 (the "Stockholders Agreement"). Pursuant to the terms of the SED Associates Partnership Agreement, ZS Partners is entitled to 20% of the income and gain recognized by SED Associates from the sale of the Company's Common Stock owned of record by the partnership, with the remaining 80% of the income and gain allocated to the other partners of the partnership in proportion to the number of shares of Common Stock deemed sold on that partner's behalf. Gerald Diamond is the Managing Partner of SED Associates and, as such, has sole voting and investment power with respect to the Common Stock owned by SED Associates. Mr. Steiner acquired his shares following the acquisition on December 14, 1995 of substantially all of the assets of U.S. Computer of North America, Inc., a Florida corporation (US Computer"), of which Mr. Steiner was sole shareholder, by USC Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company ("USC"). Pursuant to an Employment Agreement executed December 14, 1995, between Steiner and USC, Steiner joined USC as its Vice President-Hewlett-Packard Company Exports, with responsibility for sales and marketing of Hewlett-Packard Company products in Latin America. Steiner and USC also executed a Non-Competition Agreement, dated December 14, 1995, under which Steiner agreed not to compete with USC, the Company or their respective affiliates for a specified period following the closing, other than as an employee of USC. Messrs. Dillon, Roman and Stein (the "Dinorall Stockholders") received their shares pursuant to an Assignment Agreement dated as of December 14, 1995 (the "Option Agreement") whereby the Dinorall Stockholders assigned to the Company, in exchange, in part, for an aggregate of 100,000 shares of the Company's Common Stock, an outstanding option to purchase all of the issued and outstanding capital stock of US Computer from its sole shareholder, David Steiner. Pursuant to the Stockholders Agreement and the Option Agreement and in connection with the offering of the Shares hereunder, the Company has separately agreed to indemnify and hold harmless SED Associates, ZS SED and ZS Southern and each of their respective officers, directors and each person, if any, who controls such entity within the meaning of the 1933 Act and the Dinorall Stockholders (each an "Indemnified Party") against any and all losses, claims, damages or liabilities (or actions in respect thereof), joint or several, and certain expenses (collectively, a "Loss" or "Losses") to which such Indemnified Party may become subject, insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made, or omission or alleged omission to state a material fact required to be stated, or necessary to make the statements in light of the circumstances in which made, not misleading in the Form S-3 Registration Statement to which this Prospectus forms a part, other than any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished by such Indemnified Party specifically for inclusion herein and any distribution of the Shares in violation of the plan of distribution as set forth below in the section captioned "Plan of Distribution." Each of SED Associates, ZS SED, ZS Southern and the Dinorall Stockholders have agreed to indemnify and hold harmless the Company and its directors, officers, agents and control persons to the same extent as the foregoing indemnity by the Company but only with reference to written information relating to them furnished specifically for inclusion herein. 6 PLAN OF DISTRIBUTION The Shares may be sold from time to time by the Selling Stockholders, the partners of ZS SED, SED Associates and ZS Southern, or by any pledgees or donees of the foregoing, with such sales to consist of transactions effected through registered broker dealers on the Nasdaq National Market or such other national securities exchange or automated interdealer quotation system on which shares of Common Stock are then listed, at market prices then prevailing. Brokers or dealers will receive commissions, concessions or discounts from the Selling Stockholders and/or the purchasers of the Shares in amounts to be negotiated prior to the sale. In addition, any Shares covered by this Prospectus that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. To the extent that any of the Shares offered hereby remain unsold upon the termination of this offering, it is anticipated that the Selling Stockholders will be eligible to resell such shares pursuant to Rule 144. The Selling Stockholders will bear all expenses in connection with the sale of the Shares, including commissions, concessions or discounts to brokers or dealers and fees and expenses of counsel or other advisors to the Selling Stockholders. The Company will bear the expenses in connection with the registration of the Shares, including the fees of counsel to the Company. The Selling Stockholders and any broker or dealer who acts in connection with the sale of the Shares hereunder may be deemed to be "underwriters" within the meaning of Section 2(11) of the 1933 Act, and any compensation received by them and any profit on any resale of the Shares as principals might be deemed to be underwriting discounts and commissions under the 1933 Act. LEGAL MATTERS The legality of the Shares offered hereby has been passed upon for the Company by Long, Aldridge & Norman, LLP, Atlanta, Georgia, special counsel to the Company. EXPERTS The Company's consolidated financial statements and the financial statement schedule incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended June 30, 1995 and the financial statements of U.S. Computer of North America, Inc. as of December 13, 1995 and for the period January 1, 1995 through December 13, 1995, incorporated in this prospectus by reference from the Company's Current Report on Form 8-K, as amended on Form 8-K/A dated February 26, 1996, have been audited by Deloitte & Touche, LLP, independent auditors, as stated in their reports which are incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. II-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Securities and Exchange Commission Registration Fee $ 5,368 Nasdaq Additional Listing Fee 0 Accountants' Fees and Expenses 4,000 Legal Fees and Expenses 15,000 Printing and Engraving Expenses 3,000 Blue Sky Fees and Expenses 2,500 Miscellaneous Expenses 10,132 Total Expenses $40,000 The foregoing amounts, except for the Securities and Exchange Commission Registration Fee and the Nasdaq Additional Listing Fee, are estimated. The Company has agreed to pay all of the above expenses. The Selling Stockholders have agreed to pay all broker or dealer fees, discounts and expenses, and all transfer and other taxes on the sale of the Shares. II-2 Item 15. Indemnification of Directors and Officers Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") empowers a Delaware Corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred. In accordance with Delaware Law, the Certificate of Incorporation of the Company (listed as Exhibit 4(a) to this Registration Statement) contains a provision to limit the personal liability of the directors of the Company for violations of their fiduciary duty to the fullest extent permitted by Delaware law. Article XI of the Amended and Restated By-laws of the Company provides for indemnification of the officers and directors of the Company to the fullest extent permitted by Delaware Law. II-3 Item 16. Exhibits Document with which Designation of Exhibit was previously such Exhibit in Exhibit No. Description filed with Commission that Document 2(a) Agreement and Plan of Reorganiza- Current Report on Form 8-K 2 tion dated December 14, 1995 by for event occurring on and among USC Acquisition December 14, 1995 Corporation, U.S. Computer of North America, Inc. and David Steiner 4(a) Certificate of Incorporation, as Annual Report on Form 10-K 3.1 amended, of the Company for the year ended June 30, 1995 4(b) Amended and Restated By-laws Registration Statement on Form 3.2 of the Company S-1, filed September 5, 1986 (Reg. No. 33-8494) 5 Opinion of Long, Aldridge & Norman, LLP 10(a) Assignment Agreement dated December 14, 1995 by and among SEC, Enrique Dillon, Norberto Roman and Jorge E. Stein 10(b) Subscription and Stockholders Registration Statement on Form 9.1 Agreement dated July 2, 1986 by S-1, filed September 5, 1986 and among SED Holding Company, (Reg. No. 33-8494) Inc., ZS SED L.P., ZS Southern L.P. and SED Associates 23(a) Consent of Deloitte & Touche LLP regarding Southern Electronics Corporation 23(b) Consent of Long, Aldridge & Norman, LLP (included in its opinion filed as Exhibit 5) 24 Powers of Attorney. See signature page to this Registration Statement.
II-4 Item 17. Undertakings A. Rule 415 Offering. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission (the "Commission") by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. Subsequent Documents Incorporated by Reference. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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. C. Indemnification of Officers, Directors and Controlling Persons. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Tucker, State of Georgia, as of May 31, 1996. SOUTHERN ELECTRONICS CORPORATION By: /s/ Gerald Diamond Gerald Diamond Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints GERALD DIAMOND and RAY D. RISNER, and each of them, as his true and lawful attorneys-in-fact and agents, 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of May 31, 1996. Signatures Title /s/ Gerald Diamond Chairman of the Board, Chief Executive Gerald Diamond Officer and Director (Principal Executive Officer) /s/ Larry G. Ayers Vice President-Finance, Chief Larry G. Ayers Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) /s/ Stewart I. Aaron* Director Stewart I. Aaron /s/ Ray D. Risner* Director Ray D. Risner /s/ Cary Rosenthal* Director Cary Rosenthal _____________________ Director G. William Speer /s/ Michel Zaleski* Director Michel Zaleski *By: /s/ Gerald Diamond Gerald Diamond as Attorney in Fact II-6 INDEX OF EXHIBITS Document with which Designation of Exhibit was previously such Exhibit in Exhibit No. Description filed with Commission that Document 2(a) Agreement and Plan of Reorganiza- Current Report on Form 8-K 2 tion dated December 14, 1995 for event occurring on by and among USC Acquisition December 14, 1995 Corporation, U.S. Computer of North America, Inc. and David Steiner 4(a) Certificate of Incorporation Annual Report on Form 10-K 3.1 of the Company for the year ended June 30, 1995 4(b) Amended and Restated By-laws Registration Statement on 3.2 of the Company Form S-1, filed September 5, 1986 (Reg. No. 33-8494) 5 Opinion of Long, Aldridge & Norman, LLP 10(a) Assignment Agreement dated December 14, 1995 by and among SEC, Enrique Dillon, Norberto Roman and Jorge E. Stein 10(b) Subscription and Stockholders Registration Statement on Form 9.1 Agreement dated July 2, 1986 by S-1, filed September 5, 1986 and among SED Holding Company, (Reg. No. 33-8494) Inc., ZS SED L.P., ZS Southern L.P. and SED Associates 23(a) Consent of Deloitte & Touche LLP regarding Southern Electronics Corporation 23(b) Consent of Long, Aldridge & Norman, LLP (included in Exhibit 5) 24 Powers of Attorney. See signature page to this Registration Statement.
EX-5 2 LONG, ALDRIDGE & NORMAN, LLP June 3, 1996 Southern Electronics Corporation 4916 North Royal Atlanta Drive Tucker, Georgia 30085 Re: Southern Electronics Corporation Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to Southern Electronics Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") and the filing thereof with the Securities and Exchange Commission (the "Commission") for the reoffer and resale of certain securities of the Company owned of record by SED Associates, a Georgia general partnership, ZS SED L.P., a Delaware limited partnership, ZS Southern L.P., a Delaware limited partnership, and David Steiner, Enrique Dillon, Norberto Roman and Jorge E. Stein (the "Selling Stockholders"). Pursuant to the Registration Statement, the Company intends to register under the Securities Act of 1933, as amended, 2,594,534 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. The opinion hereinafter set forth is given to the Company pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion rendered by this firm consists of the matter set forth in numbered paragraph (1) below (our "Opinion"), and no opinion is implied or to be inferred beyond such matter. Additionally, our Opinion is based upon and subject to the qualifications, limitations and exceptions set forth in this letter. In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express our Opinion, including without limitation, resolutions duly adopted by consent action by the Board of Directors of the Company on May 8, 1996 authorizing and approving the preparation and filing of the Registration Statement. In making all of our examinations, we assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due execution and delivery of all documents by any persons or entities where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents. As to various factual matters that are material to our Opinion, we have relied upon the factual statements set forth in a certificate of an officer of the Company and a certificate of a public official. We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements. Members of this firm are admitted to the Bar of the State of Georgia and are duly qualified to practice law in that state. Because the Company is organized under, and the subject of our Opinion therefore is governed by, the General Corporation Law of the State of Delaware (the "Delaware Code"), we do not herein express any opinion concerning any matter respecting or affected by any laws other than the laws set forth in the Delaware Code that are now in effect and that, in the exercise of reasonable professional judgment, are normally considered in transactions such as those described in the Registration Statement. The Opinion hereinafter set forth is based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention. Based upon and subject to the foregoing, we are of the Opinion that: (1) the Shares are validly issued, fully paid and nonassessable. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the Prospectus forming a part of the Registration Statement. Very truly yours, LONG, ALDRIDGE & NORMAN, LLP EX-10 3 ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement") is made and entered into as of the 14th day of December, 1995, between Southern Electronics Corporation, a Delaware corporation ("Assignee"), and Enrique Dillon, Norberto Roman and Jorge Eduardo Stein, residents of the State of Florida (Dillon, Roman and Stein are hereinafter referred to individually as an "Assignor" and collectively as the "Assignors"), and Dinorall Corporation, a Florida corporation ("Dinorall"). RECITALS WHEREAS, David Steiner, a resident of the State of Florida ("Steiner"), U. S. Computer of North America, Inc., a Florida corporation ("U.S. Computer"), and Dinorall have entered into that certain Agreement dated as of May 2, 1995 by which Steiner granted Dinorall an option to purchase all of the issued and outstanding shares of U.S. Computer (the "Option Agreement"); WHEREAS, Dinorall has assigned the Option Agreement to Assignors pursuant to an agreement dated December 14, 1995 ("Dinorall Assignment"); WHEREAS, Steiner, U.S. Computer and USC Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Assignee ("USC"), have entered into that certain Agreement and Plan of Reorganization dated as of December 14, 1995 by which USC shall exchange certain shares of the common stock of Assignee, par value $.01 per share (the "SEC Stock"), for substantially all of the assets of U.S. Computer; WHEREAS, in order to consummate the acquisition of the assets of U.S. Computer, Assignors desire to assign to Assignee all of the Assignors' rights under the Option Agreement and Assignee desires to accept such assignment and in consideration therefor Assignee desires to pay certain sums and transfer certain shares of SEC Stock to Assignors; and WHEREAS, Steiner and U.S. Computer desire to consent to such assignment; NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignors' Representations and Warranties. In order to induce Assignee to acquire the Option Agreement, Assignors do hereby represent and warrant, jointly and severally, as follows: (a) Assignors own all right, title and interest in the Option Agreement; the Option Agreement is free and clear of any and all liens, restrictions, claims or other encumbrances whatsoever; and Assignors have not assigned, transferred or conveyed to any person or entity any interest in the Option Agreement; 2 (b) Each of the Assignors has the right, power and capacity to execute, deliver and perform the Dinorall Assignment and this Agreement and to consummate the transactions contemplated thereby and hereby. The Dinorall Assignment and this Agreement each has been duly and validly executed and delivered by each of the Assignors and constitutes each of the Assignor's legal, valid and binding obligation, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights. Execution and delivery of the Dinorall Assignment and this Agreement by each of the Assignors, the consummation by each of the Assignors of the transactions contemplated therein and herein, and the performance of the covenants and agreements set forth therein and herein will not, with or without the giving of notice or the lapse of time, or both, (i) violate, conflict with or result in a breach or default under or cause the termination of any term of any material mortgage, indenture, contract, license, permit, instrument, trust document or other agreement, document or instrument to which any of the Assignors is a party or by which any of the Assignors or any of his respective properties may be bound; or (ii) violate any provision of law, statute, rule, regulation, court order, judgment or decree, or ruling of any governmental authority, to which any of the Assignors is a party or by which any of the Assignors or his properties may be bound. (c) Dinorall has the right, power and authority to execute, deliver and perform the Option Agreement, Dinorall Assignment and this Agreement and to consummate the transactions contemplated thereby and hereby. The execution, delivery and performance of the Option Agreement, Dinorall Assignment and this Agreement, and the consummation of the transactions contemplated thereby and hereby, have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of Dinorall. The Option Agreement, Dinorall Assignment and this Agreement and each other document, agreement and instrument executed by Dinorall in connection with the transactions contemplated thereby and hereby has been duly and validly executed and delivered by Dinorall and constitutes Dinorall's legal, valid and binding obligation, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights. 2. Assignment of Option. Assignors do hereby assign, transfer and convey to Assignee all of Assignors' rights, titles and interests in and to the Option Agreement, free and clear of any and all liens, restrictions, claims or other encumbrances whatsoever. 3. Transfer of Consideration. Assignee does hereby issue, transfer and convey to Assignors One Hundred Thousand (100,000) shares of SEC Stock, together with $400,000 payable by check of Assignee, to be distributed in the following manner: a. To Enrique Dillon, 50,000 shares of SEC Stock and $200,000. b. To Norberto Roman, 25,000 shares of SEC Stock and $100,000. c. To Jorge Eduardo Stein, 25,000 shares of SEC Stock and $100,000. 3 4. Registration. (a) As soon as reasonably practicable after the date hereof,Assignee shall file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Registration Statement") relating to the offer and sale of the SEC Stock held by each Assignor (collectively, the "Registered Stock") on Form S-3 and thereafter use its best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended (the "Securities Act"). Assignee represents and warrants that it is able to use Form S-3 to register the SEC Stock for the benefit of Assignors under the Registration Statement and that it will not file a registration statement for the sale of shares of common stock of SEC for any other shareholder of SEC (other than pursuant to a Form S-8 or Form S-4 or any similar form) prior to filing the Registration Statement. (b) Assignee shall use its best efforts to keep such Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Assignors for a period of not more than two years from the date it is declared effective by the Commission or such shorter period that will terminate when all the Registered Stock has been sold pursuant to the Registration Statement. (c) In connection with the Registration Statement, the following provisions shall apply: (i) Assignee shall furnish to each Assignor, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein and shall use its reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as they reasonably may propose. (ii) (1) Assignee shall advise each Assignor: (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; and (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information. (2) Assignee shall advise each Assignor: (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 4 (ii) of the receipt by Assignee of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iii) of the happening of any event that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading in any material respect and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made). (iii) Assignee shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time. (iv) Assignee shall deliver to Assignors, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Registration Statement and any amendment or supplement thereto as they may reasonably request; and Assignee consents only to the use of the definitive Prospectus or any amendment or supplement thereto by each of them in connection with the offering or sale of the securities covered by the definitive Prospectus or any amendment or supplement thereto. (v) Assignee shall cooperate with Assignors to facilitate the timely preparation and delivery of certificates representing such Registered Stock to be sold pursuant to the Registration Statement free of any restrictive legends and in such denominations and registered in such names as each Assignor may request prior to sales of securities pursuant to the Registration Statement, with each Assignor bearing the costs of all stock transfer or other taxes associated with the sale or transfer of such shares. (vi) Upon the occurrence of any event contemplated by paragraph (c)(ii)(2)(iii) above, Assignee shall promptly prepare a post-effective amendment to the Registration Statement or an amendment or supplement to the related definitive Prospectus or file any other required document so that, as thereafter delivered to purchasers of the securities included therein, the definitive Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (d) Assignee shall bear all expenses incurred in connection with the performance of its obligations under Section 4 hereof. Notwithstanding the foregoing, Assignee will not pay, and each Assignor, as the case may be, will pay any discounts, commissions or concessions attributable to the sale of such securities, and any fees and expenses of any advisors to Assignors. 5 5. Indemnification and Contribution. (a) In connection with the Registration Statement, Assignee agrees to indemnify and hold harmless each Assignor against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as declared effective by the Securities and Exchange Commission or in any amendment thereof, or the definitive Prospectus contained therein, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which made, not misleading, and agrees to reimburse each such indemnified party for any legal expenses reasonably and actually incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Assignee will not be liable in any case to the extent that any such loss, claim, damage or liability arise out of or is based upon any (i) untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Assignee by or on behalf of each Assignor specifically for inclusion therein; and (ii) any distribution of the shares included in the Registration Statement in violation of the plan of distribution described therein; and provided, however, that Assignee shall not be liable for reasonable fees of more than one legal counsel for Assignors. (b) Each Assignor jointly and severally agrees to indemnify and hold harmless (i) Assignee, (ii) each of its directors, (iii) each of its officers and (iv) each agent and each person who controls Assignee within the meaning of either the Securities Act or the Exchange Act to the same extent as the foregoing indemnity from Assignee to each Assignor but only with reference to written information relating to them furnished by Assignee by or on behalf of Assignors specifically for inclusion in the documents referred to in the foregoing indemnity. (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve it from liability under paragraph (a) or (b) above unless and to the extent the indemnifying party was not prejudiced thereby. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below) provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the 6 indemnified party in an action, the indemnified party shall have the right to employ separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different form or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize in writing the indemnified party to employ separate counsel at the expense of the indemnifying party; provided further, however, that in no event shall the indemnifying party be responsible for the reasonable and actual fees and expenses of more than one legal counsel for all indemnified parties. An indemnifying party will not, without the prior written consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions or conduct or actions which resulted in such Losses as well as any other relevant equitable considerations. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by or the conduct or actions of the indemnifying party, on the one hand, or by the indemnified party, on the other hand. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 7 (e) The provisions of this Section 5 will remain in full force and effect, regardless of any investigation made by or on behalf of any of Assignee or Assignors, and will survive the sale by Assignors of securities covered by the Registration Statement. 6. Validly Issued. When issued and delivered pursuant to the terms of this Agreement, the SEC Stock will be duly authorized, validly issued, fully paid and non-assessable. The shares of SEC Stock to be issued hereunder have been, or will be prior to the Registration Statement being declared effective by the Securities and Exchange Commission, accepted for listing on the NASDAQ National Market. 7. Notwithstanding anything herein to the contrary (i) the Registration Statement will specify that Assignors' plan of distribution will involve the sale of the Registered Stock only through market transactions effected through registered broker dealers on the National Association of Securities Dealers Automated Quotations System or other exchange on which shares are then listed at market prices prevailing at the time of the sale, and (ii) Assignors acknowledge that the offering will not be underwritten. 8. Nonsolicitation. Mr. Dillon, Mr. Roman, Mr. Stein and Dinorall each hereby agree not to solicit the Hewlett-Packard Company ("HP") to establish a direct distribution relationship with HP for the distribution by Dinorall or any "Affiliate" of Dinorall (as such term is defined herein) of HP's personal computer or printer product lines for a period of six months from the date hereof in the territory described on Exhibit A hereto. For purposes of this Agreement: "Person" means any individual, corporation, company, partnership, limited partnership, joint venture, association or other entity. "Affiliate" means any Person that controls, is controlled by or under common control with Dinorall. 9. Best Efforts; Further Assurances. The parties shall use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as racticable the provisions contained herein and to cooperate with each other in connection with the foregoing including the execution and delivery of all such other documents, certificates, agreements or instruments as may be necessary or desirable in order to consummate or implement this Agreement. 10. Attorney's Fees and Costs. Except as provided in Section 5 hereof, in the event that a dispute arises between the parties hereto or any of them and suit is instituted, the prevailing party in such litigation shall be entitled to recover reasonable attorneys' fees and 8 other and expenses from the nonprevailing party, whether incurred at the trial level or in any appellate proceeding. 11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF GEORGIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS OR CHOICE OF LAW. 12. Binding Effect. This Agreement, and all the terms and provisions hereof, shall be binding upon and shall inure to the benefit of Assignors and Assignee and each of their respective successors and permitted assigns. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. ASSIGNORS: Enrique Dillon /s/ Enrique Dillon Norberto Roman /s/ Norberto Roman Jorge Eduardo Stein /s/ Jorge Eduardo Stein ASSIGNEE: Southern Electronics Corporation By: /s/ Ray D. Risner Ray D. Risner President [Signatures continued on the following page] 9 DINORALL: Dinorall Corporation By: /s/ Enrique Dillon Enrique Dillon President 10 CONSENT TO ASSIGNMENT OF DINORALL OPTION The undersigned, as parties to that certain Agreement dated as of May 2, 1995 by which David Steiner, a resident of the State of Florida and sole shareholder of U.S. Computer of North America, Inc, a Florida corporation ("U.S. Computer"), granted Dinorall Corporation, a Florida corporation ("Dinorall"), an option to purchase all of the issued and outstanding shares of U.S. Computer (the "Option"), hereby consent to the assignment of such Option by Dinorall to Southern Electronics Corporation, a Delaware corporation ("SEC"), pursuant to that certain Assignment Agreement of even date herewith between Dinorall and SEC. U. S. Computer of North America, Inc. By: /s/ David Steiner David Steiner President David Steiner /s/ David Steiner (SEAL) 11 EXHIBIT A Territory "Territory" means all Latin America, including Paraguay, except for Argentina, Brazil and Mexico. EX-23 4 Exhibit 23(a) Consent of Deloitte & Touche LLP CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Southern Electronics Corporation on Form S-3 of our reports dated August 18, 1995, appearing in the Annual Report on Form 10-K of Southern Electronics Corporation for the year ended June 30, 1995 and our report dated February 12, 1996 appearing in the Current Report on Amendment No. 1 to Form 8-K/A of Southern Electronics Corporations dated February 26, 1996, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Atlanta, Georgia May 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----