-----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, Vlu73QU6p0NGEwr0DCFvL27f1bn3ghflFrFM3mFl/iz8yaikBO1bWgYIEnLzyrfl /8jLvNTmhu8p3qQOCiOzRQ== 0000950168-00-001292.txt : 20000512 0000950168-00-001292.hdr.sgml : 20000512 ACCESSION NUMBER: 0000950168-00-001292 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000511 EFFECTIVENESS DATE: 20000511 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: 333-36766 FILM NUMBER: 625813 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 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, GREENVILLE, SOUTH CAROLINA 29615 (Address of principal executive offices) (Zip code) SCANSOURCE, INC. 1997 STOCK INCENTIVE PLAN SCANSOURCE, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (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) 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 $ 35.25 $ 7,050,000 $1,861.20 ------------------------------------- ---------------- --------------------- --------------------- ------------------- Common Stock, no par value (4) 10,000 35.375 353,750 90,000 35.25 3,172,500 930.93 ------------------------------------- ---------------- --------------------- --------------------- ------------------- Total 300,000 - 10,576,250 2,792.13 ===================================== ================ ===================== ===================== ===================
(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) 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 high and low prices reported for the Registrant's Common Stock on the Nasdaq National Market on May 9, 2000. (3) Shares issuable under the ScanSource, Inc. 1997 Stock Incentive Plan. (4) Shares issuable under the ScanSource, Inc. Non-Employee Director Stock Option Plan. This Registration Statement on Form S-8 is being filed with respect to the ScanSource, Inc. 1997 Stock Incentive Plan pursuant to Instruction E of Form S-8. A Form S-8 Registration Statement (Registration No. 333-49879) was filed with the Securities and Exchange Commission ("SEC") on April 10, 1998 by the Registrant to register 200,000 shares of common stock, no par value per share ("Common Stock"), of ScanSource, Inc. (the "Company") issuable upon exercise of awards granted under the Registrant's 1997 Stock Incentive Plan. Following an amendment to such plan in December 1998 increasing the number of shares issuable upon exercise of awards under such plan, a Form S-8 Registration Statement (Registration No. 333-78281) was filed with the SEC on May 12, 1999 by the Registrant to register an additional 200,000 shares of Common Stock issuable upon exercise of awards granted under such plan. This Registration Statement is being filed to register an additional 200,000 shares of Common Stock which may be issued upon exercise of awards granted under such plan as a consequence of a December 1999 amendment to such plan. The contents of the earlier Registration Statements on Form S-8 (Registration No. 333-49879 and 333-78281) are hereby incorporated by reference. This Registration Statement on Form S-8 is also being filed with respect to the 100,000 shares of Common Stock issuable pursuant to the terms of the ScanSource, Inc. Non-Employee Director Stock Option Plan. 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, 1999; (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, 1999; 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. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. -2- ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Except as hereinafter set forth, there is no statute, charter provision, bylaw, contract or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against liability which such person may incur in such person's capacity as such. Section 33-8-500 et seq. of the South Carolina Business Corporation Act of 1988, as amended (the "SC Act"), provides the Registrant with broad powers and authority to indemnify its directors and officers and to purchase and maintain insurance for such purposes and mandates the indemnification of the Registrant's directors under certain circumstances. As permitted by the SC Act, 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 also provide the Registrant with the power and authority to the fullest extent legally permissible under the SC Act to indemnify its directors and officers, persons serving at the request of the Registrant or for its benefit as directors or officers of another corporation, and persons serving as the Registrant's representatives or agents in certain circumstances. The Registrant's Bylaws mandate indemnification of such persons in certain circumstances and set forth such indemnification provisions as a contractual right of such persons. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (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. 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 exceed 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; -3- (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 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. -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 May 9, 2000. SCANSOURCE, INC. By: /s/ STEVEN H. OWINGS --------------------------------------- Steven H. Owings, Chairman of the Board 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 May 9, 2000 - ------------------------ Steven H. Owings /S/ MICHAEL L. BAUR President, Chief Executive Officer and May 9, 2000 - ------------------------ Director Michael L. Baur /S/ JEFFERY A. BRYSON Chief Financial Officer and Treasurer May 9, 2000 - ------------------------ (principal financial and accounting Jeffery A. Bryson officer) /S/ STEVEN R. FISCHER Director May 9, 2000 - ------------------------ Steven R. Fischer /S/ JAMES G. FOODY Director May 9, 2000 - ------------------------ James G. Foody
-5- EXHIBIT INDEX Exhibit Number Description ------ ----------- 5.1 - Opinion of Nexsen Pruet Jacobs & Pollard, LLP. 10.1 - Amendment No. 2 to 1997 Stock Incentive Plan of the Registrant 23.1 - Consent of KPMG LLP. 23.2 - Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in their opinion filed as Exhibit 5.1) -6- EX-5.1 2 OPINION OF NEXSEN PRUET JACOBS & POLLARD EXHIBIT 5.1 [LETTERHEAD OF NEXSEN PRUET JACOBS & POLLARD, LLP] May 9, 2000 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 up to 200,000 shares 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, as amended (the "Incentive Plan")and 100,000 shares of Common Stock pursuant to and in accordance with the provisions of the ScanSource, Inc. Non-Employee Stock Option Plan (the "Director Plan" and collectively with the Incentive Plan, the "Plans"). 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 pursuant to the provisions of the Plans 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 as set forth in the Registration Statement, the shares of Common Stock so issued will be validly issued, fully paid, and nonassessable. ScanSource, Inc. May 9, 2000 Page 2 - --------------------------------------- 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 Plan. 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 EX-10.1 3 AMEND. #2 TO STOCK INCENTIVE PLAN Exhibit 10.1 AMENDMENT NO. 2 TO SCANSOURCE, INC. 1997 STOCK INCENTIVE PLAN 1. Section 5.1 of the ScanSource, Inc. 1997 Stock Incentive Plan is hereby amended to read in its entirety as follows: "5.1. The securities subject to the Awards shall be 600,000 Shares. Such numbers shall be adjusted as appropriate in order to give effect to changes made in the number of outstanding shares as a result of a merger, consolidation, recapitalization, reclassification, combination, stock dividend, stock split, or other relevant change." 2. Section 15 of the ScanSource, Inc. 1997 Stock Incentive Plan as in effect immediately prior to this Amendment is hereby deleted in its entirety and Section 16 of the Plan as in effect immediately prior to this Amendment is hereby renumbered to become Section 15 of the Plan. 3. No other term or provision of the ScanSource, Inc. 1997 Stock Incentive Plan shall be affected by this Amendment. This Amendment was approved by the ScanSource, Inc. Board of Directors to be effective September 30, 1999. EX-23.1 4 CONSENT KPMG LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors ScanSource, Inc.: We consent to the use of our report, dated August 13, 1999, relating to the consolidated balance sheets of ScanSource, Inc. and subsidiaries as of June 30, 1998 and 1999, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended June 30, 1999, incorporated by reference in this registration statement on Form S-8 of ScanSource, Inc., which report appears in the June 30, 1999 annual report on Form 10-K of ScanSource, Inc. /s/KPMG LLP KPMG LLP Greenville, South Carolina May 9, 2000 -----END PRIVACY-ENHANCED MESSAGE-----