-----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, GC8UbY1uUnZ5f59+CtRu7n/1so9QR9gLNzeGzhd2nhkv9fFLb+6gCo0qzrWCRFzL 0ttXiNHsckZM3Ax3D4GC3w== 0000950128-99-000699.txt : 19990430 0000950128-99-000699.hdr.sgml : 19990430 ACCESSION NUMBER: 0000950128-99-000699 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK BOX CORP CENTRAL INDEX KEY: 0000849547 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 953086563 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-77343 FILM NUMBER: 99604779 BUSINESS ADDRESS: STREET 1: 1000 PARK DR CITY: LAWRENCE STATE: PA ZIP: 15055 BUSINESS PHONE: 4128736788 FORMER COMPANY: FORMER CONFORMED NAME: BLACK BOX INCORPORATED DATE OF NAME CHANGE: 19910825 S-4 1 BLACK BOX CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1999 REGISTRATION NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- BLACK BOX CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 3577 95-3086563 (State or Other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification Number) Incorporation or Organization) -------------------------- 1000 PARK DRIVE LAWRENCE, PENNSYLVANIA 15055 (724) 746-5500 (Address, including Zip Code, and Telephone Number, including Area Code of Registrant's Principal Executive Offices) -------------------------- FRED C. YOUNG WITH A COPY TO: CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT RONALD BASSO, ESQ. BLACK BOX CORPORATION BUCHANAN INGERSOLL 1000 PARK DRIVE PROFESSIONAL CORPORATION LAWRENCE, PENNSYLVANIA 15055 ONE OXFORD CENTRE (724) 746-5500 301 GRANT STREET, 20TH FLOOR (Name, Address, including Zip Code, PITTSBURGH, PENNSYLVANIA 15219-1410 and Telephone Number, including Area Code, (412) 562-3943 of Agent for Service) -------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. -------------------------- If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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.[ ]
================================================================================================================================= CALCULATION OF REGISTRATION FEE ================================================================================================================================= Proposed Proposed Maximum Maximum Aggregate Offering Amount of Title of Each Class of Amount to Be Offering Price Price(1) (2) Registration Securities to Be Registered Registered Per Share(1) (2) Fee(2) - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share 1,000,000 $34.50 $34,500,000 $9,591 =============================================================================================================================
(1) Estimated solely for purposes of calculation of the registration fee. (2) Calculated in accordance with Rule 457(c) under the Securities Act of 1933 on the basis of high and low sale prices of the Registrant's Common Stock on the Nasdaq National Market on April 26, 1999. -------------------------- 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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 2 SUBJECT TO COMPLETION, DATED APRIL 29, 1999 PROSPECTUS 1,000,000 SHARES BLACK BOX CORPORATION COMMON STOCK -------------------- This prospectus relates to our offer and issuance of up to 1,000,000 shares of our common stock from time to time in connection with future business combinations, mergers and/or acquisitions. - The stock will be issued at such prices and on such terms as we determine at the time of issuance by negotiation with the owners or officers of the companies to be acquired. - We expect that the stock issued in acquisitions will be valued at prices reasonably related to market prices of the common stock at the time of the acquisition. We have not fixed a period of time within which the stock may be offered or sold. - We will pay all of the expenses of this offering. There will not be any underwriting discounts or commissions in connection with the issuance of stock in business acquisitions. Our common stock is quoted on the Nasdaq National Market under the symbol "BBOX." On April 28, 1999, the closing sale price of the common stock was $36.00 per share. -------------------- INVESTING IN COMMON STOCK INVOLVES RISK. BEFORE YOU INVEST, YOU SHOULD CONSIDER CAREFULLY THE "RISK FACTORS" ON PAGE 3. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROSPECTUS (UNLESS AMENDED OR SUPPLEMENTED) MAY ONLY BE USED IN CONNECTION WITH OUR ISSUANCE OF COMMON STOCK IN CONNECTION WITH COMBINATIONS, MERGERS OR ACQUISITIONS THAT WOULD BE EXEMPT FROM REGISTRATION IF NOT FOR THE POSSIBILITY OF INTEGRATION WITH OTHER TRANSACTIONS. THIS PROSPECTUS MAY NOT BE USED IN CONNECTION WITH REOFFERS AND RESALES BY PERSONS WHO RECEIVE SHARES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT, IF REQUIRED. The date of this prospectus is _____, 1999. The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any State where the offer or sale is not permitted. 3 TABLE OF CONTENTS ----------------- RISK FACTORS...........................................................3 THE COMPANY............................................................5 USE OF PROCEEDS........................................................6 WHERE YOU CAN FIND MORE INFORMATION....................................6 SELECTED FINANCIAL INFORMATION.........................................8 RECENT DEVELOPMENTS....................................................9 SECURITIES COVERED BY THIS PROSPECTUS..................................9 LEGAL MATTERS..........................................................9 EXPERTS................................................................9 -------------------- This prospectus incorporates important business and financial information about Black Box that is not included in or delivered with this prospectus. You may request copies of this information, at no cost, by writing or calling us at the following address or telephone number: Black Box Corporation 1000 Park Drive Lawrence, Pennsylvania 15055 Attention: Anna M. Baird Vice President, Chief Financial Officer and Treasurer Telephone: 724-746-5500. To obtain timely delivery of the documents, you must request the information no later than five business days prior to the date on which you make your final investment decision. 2 4 RISK FACTORS BEFORE YOU INVEST IN BLACK BOX COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CAREFULLY CONSIDER THESE FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN OR INCORPORATED INTO THIS PROSPECTUS BEFORE YOU DECIDE TO ACQUIRE ANY COMMON STOCK OF BLACK BOX. WE OPERATE IN A VERY HIGHLY COMPETITIVE INDUSTRY - We compete with a variety of manufacturers, direct marketers, computer resellers, manufacturers' sales organizations and structured cable installation companies. Some of these competitors are significantly larger, have significantly greater resources and/or have less debt that we do. We also compete with some of our suppliers. There can be no assurance that we will be able to continue to compete effectively against existing competitors or new competitors that may enter our markets in the future. WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY - Our worldwide operations in foreign countries are subject to the risks normally associated with foreign operations, including, but not limited to, possible changes in export or import restrictions, the inability to effect currency exchanges, the impact of inflation and the modification or introduction of other governmental policies with potentially adverse effects. - In addition, we may be exposed to gains or losses attributable to fluctuations in currency value. In an effort to reduce our exposure, we have in the past, and may in the future, enter into forward exchange contracts to reduce the impact of currency fluctuations in intercompany transactions denominated in foreign currencies. OUR BUSINESS IS DEPENDENT UPON OUR KEY PERSONNEL - Our success depends to a significant degree upon the continued contributions of key management, technical service, sales, marketing, and manufacturing personnel, many of whom would be difficult to replace and most of whom are not subject to employment agreements. If certain of these key employees were to leave Black Box, our business could be adversely affected. - We believe that our future success will also depend in large part upon our ability to attract and retain highly skilled managerial, technical service, 3 5 sales, marketing and manufacturing personnel. Competition for such personnel is strong, and there can be no assurance that we will be successful in this endeavor. WE ARE GROWING RAPIDLY - We are in a phase of rapid growth through acquisition. Prior to 1998, we had a limited history of growth through acquisitions. From January 1998 through April 1999, we have made fourteen acquisitions. There can be no assurance that we can integrate these businesses with our existing business. In addition, there can be no assurance that we can continue to grow through further acquisition. FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS ARE SUBJECT TO RISKS AND UNCERTAINTIES - With the exception of the historical information contained in this prospectus, the matters described in this prospectus are forward-looking statements concerning the future operations of Black Box. Such statements are typically identified by the words "believe," "expect," "anticipate," "estimate" and other similar expressions. These statements involve risk and uncertainties which could be affected by changing worldwide economies, fluctuating foreign currencies compared to the US dollar and rapid changes in technologies. We are making such statements based on the information available to us at the time we make the statement. 4 6 THE COMPANY WE ARE A LEADING WORLDWIDE TECHNICAL SERVICE PROVIDER OF COMPUTER COMMUNICATIONS AND NETWORKING SERVICES AND RELATED PRODUCTS. WE DIFFERENTIATE OURSELVES THROUGH OUR WORLD CLASS TECHNICAL SUPPORT SERVICES AND OUR PRIVATE LABEL BRAND, BLACK BOX(R). - We employ over 600 technical support professionals. In addition to 130 "on-call" technical support experts in-house, Black Box has over five hundred expertly trained technicians in the field -- designing, installing and maintaining network and cabling infrastructures. - Our high value technical support and cost-effective direct marketing have fueled our consistent revenue and income growth and our consistently high level of customer satisfaction. - We sell to businesses of all sizes around the world, including the majority of the Fortune 500 companies in the United States. - Our Black Box brand has earned a reputation for high quality and reliability since the company was founded in 1976. OUR UNPARALLELED LEVELS OF TECHNICAL SUPPORT COMBINED WITH OUR COMPREHENSIVE CATALOG AND TARGETED DIRECT MAIL PIECES SET BLACK BOX APART FROM OTHER MARKETERS AND TECHNICAL SERVICE PROVIDERS. - We answer more than one million telephone calls a year, 99% in less than 20 seconds. - Our catalogs offer businesses in 77 countries access to more than 12,000 computer communications and networking products, the majority of which carry the BLACK BOX(R) private label. - In Fiscal 1999, we mailed 10.8 million catalogs and direct marketing pieces in 11 languages to various different types of targeted customers. - More than 90% of our customers call Black Box again and again for their technical solutions. WE ARE POSITIONED TO TAKE ADVANTAGE OF THE INCREASED USE OF COMPUTER SYSTEMS AND NETWORKS AROUND THE WORLD. - We have expanded our international presence significantly during the past several years. In Fiscal 1999, approximately 45% of total revenues were 5 7 generated outside of the United States and Canada. Three of our fourteen acquisitions since January 1998 have been outside the United States. - We currently operate in 15 countries including the United Kingdom, France, Japan, Brazil and Mexico. - In addition, we have distributor arrangements in 62 other countries. Our principal executive offices are located at 1000 Park Drive, Lawrence, Pennsylvania 15055. Our telephone number is 724-746-5500. USE OF PROCEEDS We will be offering and issuing the common stock from time to time in connection with our acquisition of other companies. We will not receive any cash proceeds from these offerings. WHERE YOU CAN FIND MORE INFORMATION This prospectus is part of a registration statement on Form S-4 which we filed with the SEC under the Securities Act using a "shelf" registration process. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits filed with the SEC. You may refer to the registration statement and its exhibits for more information. We are subject to and comply with the informational reporting requirements of the Securities Exchange Act of 1934. You may read and copy any document we file with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, or at its regional offices at: 7 World Trade Center, Suite 1300, New York, New York 10048, and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain further information about the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public over the internet at the SEC's web site at http://www.sec.gov. The SEC allows Black Box to "incorporate by reference" into this prospectus the information we file with the SEC. This means that we may disclose important information to you by referring you to those documents. The information we incorporate by reference is considered to be a part of this prospectus. If we subsequently file superseding or updating information with the SEC in a document that is incorporated by reference into this prospectus, the updated information will also become a part of this prospectus and will supersede the earlier information. We are incorporating by reference into this prospectus the following documents that we previously filed with the SEC: - our Annual Report on Form 10-K, for the fiscal year ended March 31, 1998, the financial statements of which have been restated on April 28, 1999 and are incorporated by reference in this prospectus from our Current Report on Form 8-K for the event dated April 28, 1999; - our Quarterly Report on Form 10-Q for the quarter ended December 31, 1998; 6 8 - our Quarterly Report on Form 10-Q for the quarter ended September 30, 1998; - our Quarterly Report on Form 10-Q for the quarter ended June 30, 1998; - our Current Report on Form 8-K for the event dated September 9, 1998; - our Current Report on Form 8-K for the event dated April 28, 1999; - the description of our common stock, which is registered under Section 12 of the Exchange Act, contained in our registration statement on Form 8-A, which we filed with the SEC on December 14, 1992; and - all other reports and other documents which we have filed since March 31, 1998, pursuant to Section 13(a) or 15(d) of the Exchange Act. We are also incorporating by reference into this prospectus all documents which we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering. You may obtain copies of any of our filings which are incorporated by reference, at no cost, by contacting us at the following address or telephone number: Black Box Corporation 1000 Park Drive Lawrence, Pennsylvania 15055 Attention: Anna M. Baird Vice President, Chief Financial Officer and Treasurer Telephone: 724-746-5500 In order to ensure timely delivery of the documents, your request should be made no later than five business days prior to the date on which you make your the final investment decision. 7 9 SELECTED FINANCIAL INFORMATION The following selected consolidated financial information for the five fiscal years ended March 31, 1998 should be read in conjunction with, and is qualified by, the more detailed information and financial statements available as described under "Available Information" and "Incorporation of Certain Documents by Reference."
- ------------------------------------------------------------------------------------------------------------------------------------ SELECTED FINANCIAL DATA (In thousands, except percentages, per share amounts and ratios) Nine Months Ended Fiscal Year Ended March 31, December 31, ----------------------------------------------------------------------- --------------------- 1998 1997 1996 1995 1994 1998 1997 - ------------------------------------------------------------------------------------------------------------- --------------------- OPERATIONS Revenues $299,276 $246,413 $206,222 $174,769 $148,641 $237,015 $218,072 Income from continuing operations before extraordinary item 32,404 24,792 18,697 14,751 11,971 26,653 23,251 Income (loss) from discontinued operations, net of tax -- -- -- $50 $5,791 -- -- Extraordinary item(1) -- -- -- -- ($3,867) -- -- Net income $32,404 $24,792 $18,697 $14,801 $13,895 $26,653 $23,251 Basic Earnings per share: Income from continuing operations before extraordinary item 1.89 1.47 1.13 0.90 0.74 1.54 1.36 Income (loss) from discontinued operations, net of tax -- -- -- -- 0.36 -- -- Extraordinary item -- -- -- -- (0.24) -- -- Net income 1.89 1.47 1.13 0.90 0.86 1.54 1.36 Diluted Earnings per share: Income from continuing operations before extraordinary item 1.79 1.40 1.10 0.88 0.73 1.47 1.29 Income (loss) from discontinued operations, net of tax -- -- -- -- 0.35 -- -- Extraordinary item -- -- -- -- (0.23) -- -- Net income 1.79 1.40 1.10 0.88 0.84 1.47 1.29 - ------------------------------------------------------------------------------------------------------------- --------------------- Nine Months Ended Fiscal Year Ended March 31, December 31, ----------------------------------------------------------------------- --------------------- 1998 1997 1996 1995 1994 1998 1997 - ------------------------------------------------------------------------------------------------------------- --------------------- FINANCIAL POSITION Total assets(2) $190,283 $176,826 $158,750 $155,375 $152,462 $212,548 $183,489 Long-term debt 8,189 21,280 41,274 57,076 80,629 6,307 8,191 - ------------------------------------------------------------------------------------------------------------------------------------ No cash dividends were paid during the periods presented. (1) Represents the write-off of the original issue discount remaining on the then outstanding notes in connection with the May 1994 refinancing. (2) Total assets at March 31, 1994, exclude the net assets from discontinued operations. If these net assets were included, total assets would be $188,001. - -----------------------------------------------------------------------------------------------------------------------------------
8 10 RECENT DEVELOPMENTS From April 1, 1998 through April 28, 1999, we acquired ten businesses engaged in the design, installation and maintenance of premise cabling infrastructure and systems. During this same period, we also acquired three businesses that market and distribute computer communications and networking equipment. SECURITIES COVERED BY THIS PROSPECTUS This prospectus covers 1,000,000 shares of common stock which we may issue from time to time in connection with our future business acquisitions. The price we pay in these acquisitions may consist of cash, assumption of liabilities, evidences of debt, common stock or a combination of one or more of these. We will establish the terms of these acquisitions by directly negotiating with the owners or principal executives of the companies or other entities to be acquired. Generally, the factors we will examine include: the established quality of management, earning power, cash flow, growth potential, facilities and locations of the companies or other entities to be acquired, and the market value of our common stock at the time of the acquisition. In addition, we may lease property from and enter into employment, management, consultant and noncompetition agreements with former owners and key executive personnel of the businesses we acquire. We expect that the common stock that we issue in connection with the acquisitions will be valued at prices reasonably related to its market value, either at the time the terms of the acquisition are agreed upon, or at the time the stock is issued. LEGAL MATTERS Buchanan Ingersoll Professional Corporation has issued an opinion on the validity of the common stock we are offering. William R. Newlin, a shareholder of Buchanan Ingersoll, is a director of Black Box. As of April 28, 1999, Mr. Newlin beneficially owned 38,200 shares of Black Box common stock including options to acquire 18,000 shares. EXPERTS Our financial statements and schedules as of March 31, 1998 and 1997 and for each of the three years in period ended March 31, 1998, included in our Current Report on Form 8-K for the event dated April 28, 1999, incorporated by reference in this prospectus, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving such reports. 9 11 ================================================================================ WE HAVE NOT AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT AS OF APRIL 28, 1999. ================================================================================ ================================================================================ 1,000,000 SHARES BLACK BOX CORPORATION COMMON STOCK ------------------ PROSPECTUS ------------------ ____________, 1999 ================================================================================ 10 12 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other 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 person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of a corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys' fees) which he or she actually and reasonably incurred in connection therewith. The Company's Second Restated Certificate of Incorporation, as amended, and its Restated By-Laws contain provisions that provide for indemnification of officers and directors to the fullest extent permitted by, and in the manner permissible under, the General Corporation Law of the State of Delaware. As permitted by Section 102(b)(7) of the General Corporation Law of the state of Delaware, the Company's Second Restated Certificate of Incorporation, as amended, contains a provision eliminating the personal liability of a director to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions. The Company maintains, at its expense, a policy of insurance which insures its directors and officers, subject to certain exclusions and deductions as are usual in such insurance policies, against certain liabilities which may be incurred in those capacities. EXHIBIT NO. DESCRIPTION --- ----------- 5.1 -- Opinion of Buchanan Ingersoll Professional Corporation regarding the legality of the issuance of the Shares 23.1 -- Consent of Arthur Andersen LLP 23.2 -- Consent of Buchanan Ingersoll Professional Corporation (contained in Exhibit 5.1) II-1 13 24.1 -- Power of Attorney (contained in the signature page) ITEM 22. UNDERTAKINGS. (a) 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (b) The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned Registrant hereby undertakes as follows: (1) that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons II-2 14 who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. The Registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415 will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities 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. (d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions under Item 20 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefor, 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 Securities Act and will be governed by the final adjudication of such issue. (e) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. (f) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. II-3 15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Lawrence, Commonwealth of Pennsylvania, on April 29, 1999. BLACK BOX CORPORATION By: /s/ Fred C. Young ---------------------------------------------- Fred C. Young, Chairman, Chief Executive Officer, President and Director POWER OF ATTORNEY We, the undersigned officers and directors of Black Box Corporation, hereby severally constitute Fred C. Young and Anna M. Baird, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Black Box Corporation to comply with the provisions of the Securities Act and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: /s/ Fred C. Young Chairman, Chief Executive Officer, April 29, 1999 - ----------------------- President and Director Fred C. Young II-4 16 SIGNATURE TITLE DATE --------- ----- ---- PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /s/ Anna M. Baird Chief Financial Officer, Vice April 29, 1999 - ---------------------------- President and Treasurer Anna M. Baird /s/ William F. Andrews Director April 29, 1999 - ---------------------------- William F. Andrews /s/ William R. Newlin Director April 29, 1999 - ---------------------------- William R. Newlin /s/ Brian D. Young Director April 29, 1999 - ---------------------------- Brian D. Young II-5 17 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION --- ----------- 5.1 Opinion of Buchanan Ingersoll Professional Corporation regarding the legality of the issuance of the Shares 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Buchanan Ingersoll Professional Corporation (contained in Exhibit 5.1) 24.1 Power of Attorney (contained in the signature page) EX-5.1 2 OPINION OF BUCHANAN INGERSOLL 1 Exhibit 5.1 BUCHANAN INGERSOLL PROFESSIONAL CORPORATION ONE OXFORD CENTRE, 20TH FLOOR 301 GRANT STREET PITTSBURGH, PA 15219 April 29, 1999 Black Box Corporation 1000 Park Drive Lawrence, PA 15055 Ladies and Gentlemen: In connection with the Registration Statement on Form S-4 (the "Registration Statement"), to be filed by Black Box Corporation, a Delaware corporation (the "Company"), under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration for resale of up to 1,000,000 shares of the Company's Common Stock, par value of $.001 per share (the "Shares"), we, as counsel for the Company, have examined such corporate records, other documents, and questions of law as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that in our opinion the Shares issued by the Company have been duly authorized for registration, and upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and as authorized from time to time by the Board of Directors of the Company, the Shares will be and validly issued, fully paid and non-assessable. It is our understanding that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. We consent to the filing of this opinion as an exhibit to the Registration Statement and any amendment thereto, including any and all post-effective amendments and any registration statement relating to the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to the reference to this firm under the caption "Legal Matters." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION By: /s/ Ronald Basso --------------------------------------- EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated April 28, 1999 and to all references to our Firm included in this registration statement. Our report dated May 1, 1998 included in Black Box Corporation's Form 10-K for the year ended March 31, 1998 is no longer appropriate since restated statements have been presented giving effect to business combinations accounted for as a pooling-of-interests. /s/ Arthur Andersen LLP Pittsburgh, Pennsylvania April 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----