-----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, DOK/F4NWwEXqvvURMepMymTIRRab2pAcd7B+Qo1eMqHOXkPYUazS7tb+nrTOJaB5 j33AJr5QoecttYkOE84uAw== 0000931763-98-000932.txt : 19980413 0000931763-98-000932.hdr.sgml : 19980413 ACCESSION NUMBER: 0000931763-98-000932 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980410 EFFECTIVENESS DATE: 19980410 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCANSOURCE INC CENTRAL INDEX KEY: 0000918965 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 570965380 STATE OF INCORPORATION: SC FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49879 FILM NUMBER: 98591533 BUSINESS ADDRESS: STREET 1: 6 LOGUE COURT STE G CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 8032882432 MAIL ADDRESS: STREET 1: 6 LOGUE COURT STE G CITY: GREENVILLE STATE: SC ZIP: 29615 S-8 1 FORM S-8 Registration No. 33 - ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ScanSource, Inc. (Exact name of registrant as specified in its charter) South Carolina 57-0965380 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6 Logue Court, Suite G Greenville, South Carolina 29615 (Address of principal executive offices) (Zip code) SCANSOURCE, INC. 1997 STOCK INCENTIVE PLAN SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR STEVEN H. OWINGS SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR MICHAEL L. BAUR SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR JEFFERY A. BRYSON SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR PAIGE ROSAMOND SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR BARRY ROBINSON SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR JEFF SHANAHAN SCANSOURCE, INC. 1997 STOCK OPTION PLAN FOR GEORGE R. MCDOUGALD, III SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR STEVEN R. FISCHER SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR JAMES G. FOODY SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR ROBERT S. MCLAIN, JR. SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR STEVEN H. OWINGS SCANSOURCE, INC. 1996 STOCK OPTION PLAN FOR MICHAEL L. BAUR SCANSOURCE, INC. 1995 STOCK OPTION PLAN FOR ROBERT S. MCLAIN, JR. SCANSOURCE, INC. 1995 STOCK OPTION PLAN FOR EDWARD J. SOLOMAN (Full title of the plans) JEFFERY A. BRYSON Chief Financial Officer 6 Logue Court, Suite G Greenville, South Carolina 29615 (803) 288-2432 (Name, address, including zip code, and telephone number, including area code, of agent for service) (COVER PAGE CONTINUED) ================================================================================ (COVER PAGE CONTINUED) CALCULATION OF REGISTRATION FEE
============================================================================================================================ Title of Each Class Proposed Maximum Proposed Maximum of Securities to Amount to be Offering Price Aggregate Offering Amount of be Registered Registered (1) Per Share (2) Price (2) Registration Fee - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (3) 200,000 $ 20.94 $4,188,000 $1,235.46 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (4) 70,000 16.50 1,155,000 340.73 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (5) 10,000 16.50 165,000 48.67 --------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (6) 5,000 16.50 82,500 24.34 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (7) 1,000 14.00 14,000 4.13 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (8) 10,000 16.625 166,250 49.04 --------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (9) 10,000 16.625 166,250 49.04 --------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (10) 23,000 17.00 391,000 115.35 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (11) 5,000 11.25 56,250 16.59 --------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (12) 5,000 11.25 56,250 16.59 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (13) 5,000 14.50 72,500 21.39 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (14) 5,000 10.75 53,750 15.86 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (15) 30,000 14.50 435,000 128.33 --------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (16) 16,000 14.50 232,000 68.44 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (17) 10,000 8.625 86,250 25.44 - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value (18) 10,000 10.875 108,750 32.08 - ---------------------------------------------------------------------------------------------------------------------------- TOTAL -- -- -- $2,191.48 ============================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also registers such indeterminate number of additional shares as may become issuable under the plans in connection with share splits, share dividends, and similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended, based on the exercise prices of outstanding options and, with respect to shares not subject to outstanding options, based on the average of the bid and asked quotations for the Registrant's Common Stock on the Nasdaq National Market on April 3, 1998. (3) Shares issuable under the ScanSource, Inc. 1997 Stock Incentive Plan. (4) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Steven H. Owings. (5) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Michael L. Baur. (6) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Jeffery A. Bryson. (7) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Paige Rosamond. (8) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Barry Robinson. (9) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for Jeff Shanahan. (10) Shares issuable under the ScanSource, Inc. 1997 Stock Option Plan for George R. McDougald, III. (11) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for Steven R. Fischer. (12) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for James G. Foody. (13) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for Robert S. McLain, Jr. (14) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for Robert S. McLain, Jr. (15) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for Steven H. Owings. (16) Shares issuable under the ScanSource, Inc. 1996 Stock Option Plan for Michael L. Baur. (17) Shares issuable under the ScanSource, Inc. 1995 Stock Option Plan for Robert S. McLain, Jr. (18) Shares issuable under the ScanSource, Inc. 1995 Stock Option Plan for Edward J. Soloman. This Registration Statement on Form S-8 relates to the shares of common stock, no par value per share, of ScanSource, Inc. (the "Company") issuable pursuant to the terms of the following employee benefit plans: 200,000 shares - ScanSource, Inc. 1997 Stock Incentive Plan. 70,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Steven H. Owings, reflected by the ScanSource, Inc. Stock Option Agreement dated January 17, 1997 by and between the Company and Steven H. Owings. 10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Michael L. Baur, reflected by the ScanSource, Inc. Stock Option Agreement dated January 17, 1997 by and between the Company and Michael L. Baur. 5,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeffery A. Bryson, reflected by the ScanSource, Inc. Stock Option Agreement dated January 17, 1997 by and between the Company and Jeffery A. Bryson. 1,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Paige Rosamond, reflected by the ScanSource, Inc. Stock Option Agreement dated March 19, 1997 by and between the Company and Paige Rosamond. 10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Barry Robinson, reflected by the ScanSource, Inc. Stock Option Agreement dated September 9, 1997 by and between the Company and Barry Robinson. 10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeff Shanhan, reflected by the ScanSource, Inc. Stock Option Agreement dated September 9, 1997 by and between the Company and Jeff Shanahan. 23,000 shares - ScanSource, Inc. 1997 Stock Option Plan for George R. McDougald, III, reflected by the ScanSource, Inc. Stock Option Agreement dated October 9, 1997 by and between the Company and George R. McDougald, III. 5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven R. Fischer, reflected by the ScanSource, Inc. Stock Option Agreement dated July 18, 1996 by and between the Company and Steven R. Fischer.
5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for James G. Foody, reflected by the ScanSource, Inc. Stock Option Agreement dated July 18, 1996 by and between the Company and James G. Foody. 5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S. McLain, Jr. reflected by the ScanSource, Inc. Stock Option Agreement dated December 2, 1996 by and between the Company and Robert S. McLain, Jr. 5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S. McLain, Jr. reflected by the ScanSource, Inc. Stock Option Agreement dated July 26, 1996 by and between the Company and Robert S. McLain, Jr. 30,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven H. Owings, reflected by the ScanSource, Inc. Stock Option Agreement dated December 3, 1996 by and between the Company and Steven H. Owings. 16,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Michael L. Baur, reflected by the ScanSource, Inc. Stock Option Agreement dated December 3, 1996 by and between the Company and Michael L. Baur. 10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Robert S. McLain, Jr. reflected by the ScanSource, Inc. Stock Option Agreement dated June 5, 1995 by and between the Company and Robert S. McLain, Jr. 10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Edward J. Soloman reflected by the ScanSource, Inc. Stock Option Agreement dated September 1, 1995 by and between the Company and Edward J. Soloman. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1997; (b) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the Registrant's fiscal year ended June 30, 1997; and (c) The description of the common stock, no par value, of the Registrant contained in the Registrant's Registration Statement on Form SB-2 (File no. 33-75026-A), including any amendment or report filed for the purpose of updating such description. In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. As permitted by the South Carolina Business Corporations Act of 1988, as amended, the Registrant's Amended and Restated Articles of Incorporation provide that a director of the Registrant shall not be personally liable to the Registrant or any of its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its shareholders, (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct or a knowing violation of law, (iii) for any unlawful distribution as set forth in the Code of Laws of South Carolina or (iv) for any transaction from which the director derived an improper personal benefit. These provisions may have the effect in certain circumstances of reducing the likelihood of derivative litigation against directors. While these provisions eliminate the right to recover monetary damages from directors except in limited circumstances, rights to seek injunctive or other non-monetary relief is not eliminated. The Registrant's Bylaws set forth certain indemnification provisions as a contractual right of the Registrant's directors, officers and agents. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the arrangements described above, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Page II - 2 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits listed on the Exhibit Index to this Registration Statement are incorporated herein by reference. ITEM 9. UNDERTAKINGS. (a) Rule 415 Offerings. 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) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not excced that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee@ table in the effective 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 (i) and (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the 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 Page II - 3 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) Incorporation of Subsequent Exchange Act Documents. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange 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 Management and Control Persons. 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 described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in such 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 Act and will be governed by the final adjudication of such issue. Page II - 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenville, State of South Carolina, on April 7, 1998. SCANSOURCE, INC. By: /s/ STEVEN H. OWINGS ----------------------- Steven H. Owings, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ STEVEN H. OWINGS Chairman of the Board and Chief April 7, 1998 Steven H. Owings Executive Officer - ----------------------------------- /s/ MICHAEL L. BAUR President and Director April 7, 1998 - ----------------------------------- Michael L. Baur /s/ JEFFERY A. BRYSON Chief Financial Officer and April 7, 1998 Jeffery A. Bryson Treasurer (principal financial and - ----------------------------------- accounting officer) /s/ STEVEN R. FISCHER Director - ----------------------------------- April 7, 1998 Steven R. Fischer /s/ JAMES G. FOODY Director - ----------------------------------- April 7, 1998 James G. Foody
Page II - 5 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5.1 - Opinion of Nexsen Pruet Jacobs & Pollard, LLP. 23.1 - Consent of KPMG Peat Marwick LLP. 23.2 - Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in their opinion filed as Exhibit 5.1) Page II - 6 EX-5.1 2 OPINION OF NEXSEN PRUET JACOBS & POLLARD, LLP EXHIBIT 5.1 [LETTERHEAD OF NEXSEN PRUET JACOBS & POLLARD, LLP] April 7, 1998 Reply to Columbia ScanSource, Inc. 6 Logue Court, Suite G Greenville, South Carolina 29615 RE: Registration Statement on Form S-8 Gentlemen: This opinion is being furnished to you in connection with your filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance of common stock, no par value per share (the "Common Stock"), of ScanSource, Inc. (the "Company") pursuant to and in accordance with the provisions of the ScanSource, Inc. 1997 Stock Incentive Plan ("the Plan") and the other stock options identified on Exhibit A attached hereto ("the Option"). In this connection, we have familiarized ourselves with the Articles of Incorporation and the Bylaws of the Company, and have examined the originals, or copies certified or otherwise identified to our satisfaction, of corporate records, including minute books, of the Company. We have also examined the Registration Statement, together with the exhibits thereto, and such other certificates of officers, documents, and records as we have deemed necessary for the purpose of expressing the opinion contained herein. On the basis of, and in reliance upon, the foregoing, and subject to the assumptions and qualifications set forth herein, we are of the opinion that the shares of Common Stock to be issued Scansource, Inc April 7, 1998 page 2 ___________________________________ pursuant to the provisions of the Plans and the Options have been duly authorized, and when (a) the Registration Statement has become effective under the Securities Act of 1933, as amended, and the pertinent provisions of any state securities laws, as may be applicable, have been complied with and (b) the shares of Common Stock are issued in accordance with the terms of the Plans and the Options as set forth in the Registration Statement, the shares of Common Stock so issued will be validly issued, fully paid, and nonassessable. The opinion expressed herein is based upon applicable laws, statutes, ordinances, rules and regulations as existed on this date and we express no opinion as to the effect which any future amendments, changes, additions or modifications thereof may have on the opinion expressed herein. We assume no obligation to update or supplement our opinion to reflect any facts or circumstances which may hereafter come to our attention, or changes in law which may hereafter occur. This opinion is provided to you as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein or of any transaction or obligation. We are furnishing this opinion for the sole and exclusive benefit of the addressee. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement with respect to the Plans and the Options. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder. Very truly yours, NEXSEN PRUET JACOBS & POLLARD, LLP By: /S/ WILLIAM S. MCMASTER ------------------------------- William S. McMaster EXHIBIT A The attached opinion relates to the Registration Statement on Form S-8 covering the shares of common stock, no par value per share, of ScanSource, Inc. (the "Company") issuable pursuant to the terms of the following employee benefit plans: 200,000 shares - ScanSource, Inc. 1997 Stock Incentive Plan. 70,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Steven H. Owings, reflected by the ScanSource, Inc. Stock Option Agreement dated January 17, 1997 by and between the Company and Steven H. Owings . 10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Michael L. Baur, reflected by the ScanSource, Inc. Stock Option Agreement dated January 17, 1997 by and between the Company and Michael L. Baur. 5,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeffery A. Bryson, reflected by the ScanSource, Inc. Stock Option Agreement dated January 17, 1997 by and between the Company and Jeffery A. Bryson. 1,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Paige Rosamond, reflected by the ScanSource, Inc. Stock Option Agreement dated March 19, 1997 by and between the Company and Paige Rosamond. 10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Barry Robinson, reflected by the ScanSource, Inc. Stock Option Agreement dated September 9, 1997 by and between the Company and Barry Robinson. 10,000 shares - ScanSource, Inc. 1997 Stock Option Plan for Jeff Shanhan, reflected by the ScanSource, Inc. Stock Option Agreement dated September 9, 1997 by and between the Company and Jeff Shanahan. 23,000 shares - ScanSource, Inc. 1997 Stock Option Plan for George R. McDougald, III, reflected by the ScanSource, Inc. Stock Option Agreement dated October 9, 1997 by and between the Company and George R. McDougald, III. 5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven R. Fischer, reflected by the ScanSource, Inc. Stock Option Agreement dated July 18, 1996 by and between the Company and Steven R. Fischer. 5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for James G. Foody, reflected by the ScanSource, Inc. Stock Option Agreement dated July 18, 1996 by and between the Company and James G. Foody. 5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S. McLain, Jr. reflected by the ScanSource, Inc. Stock Option Agreement dated December 2, 1996 by and between the Company and Robert S. McLain, Jr. 5,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Robert S. McLain, Jr. reflected by the ScanSource, Inc. Stock Option Agreement dated July 26, 1996 by and between the Company and Robert S. McLain, Jr. 30,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Steven H. Owings, reflected by the ScanSource, Inc. Stock Option Agreement dated December 3, 1996 by and between the Company and Steven H. Owings . 16,000 shares - ScanSource, Inc. 1996 Stock Option Plan for Michael L. Baur, reflected by the ScanSource, Inc. Stock Option Agreement dated December 3, 1996 by and between the Company and Michael L. Baur. 10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Robert S. McLain, Jr. reflected by the ScanSource, Inc. Stock Option Agreement dated June 5, 1995 by and between the Company and Robert S. McLain, Jr. 10,000 shares - ScanSource, Inc. 1995 Stock Option Plan for Edward J. Soloman reflected by the ScanSource, Inc. Stock Option Agreement dated September 1, 1995 by and between the Company and Edward J. Soloman. EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT ----------------------------- The Board of Directors ScanSource, Inc.: We consent to incorporation by reference in this registration statement on Form S-8 of ScanSource, Inc. of our report, dated August 1, 1997, relating to the balance sheets of ScanSource, Inc. as of June 30, 1996 and 1997, and the related statements of income, shareholders= equity and cash flows for each of the years in the three-year period ended June 30, 1997, which report appears in the June 30, 1997 annual report on Form 10-K of ScanSource, Inc. KPMG Peat Marwick LLP Greenville, South Carolina April 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----